AMENDED AND RESTATED INTERCREDITOR AGREEMENT

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT is dated as of October 15, 2009 (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, this “ Agreement ”), and entered into by and among SOLUTIA INC., a Delaware corporation (the “ Company ”), each of the Company’s Subsidiaries party hereto from time to time and CITIBANK, N.A. (“ Citi ”), in its capacity as administrative agent for the holders of the Term Loan Obligations (as defined below) (together with its successors in such capacity, the “ Term Loan Administrative Agent ”), and as collateral agent for the holders of the Term Loan Obligations (together with its successors in such capacity, the “ Term Loan Collateral Agent ”), Citi, in its capacity as administrative agent for the holders of the Revolving Credit Obligations (as defined below) (together with its successors in such capacity, the “ Revolving Credit Facility Administrative Agent ”), and as collateral agent for the holders of the Revolving Credit Obligations (together with its successors in such capacity, the “ Revolving Credit Facility Collateral Agent ”), and each other Additional Pari Passu Debt Representative (as defined below) from time to time party hereto.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Section 1 below.

The Company, the Term Loan Lenders, the Term Loan Administrative Agent, the Term Loan Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as syndication agent, DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as documentation agent, and CITIGROUP GLOBAL MARKETS INC. (“ CGMI ”), GSCP and DEUTSCHE BANK SECURITIES INC. (“ DBSI ”), as joint lead arrangers and bookrunners, are parties to that certain Credit Agreement, dated as of February 28, 2008, providing a term loan facility to the Company (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “ Term Loan Agreement ”) ; provided that if any agreement or instrument refinancing or replacing the Term Loan Agreement expressly provides that it is not intended to be and is not a refinancing or renewal of the Term Loan Agreement then it shall be deemed not to be a “Term Loan Agreement”);

The Revolving Credit Facility Borrowers, the Revolving Credit Lenders, the Revolving Credit Facility Administrative Agent, the Revolving Credit Facility Collateral Agent, CITIBANK INTERNATIONAL PLC, as European collateral agent, DBNY, as syndication agent, GSCP, as documentation agent, and CGMI, DBSI and GSCP, as joint lead arrangers and bookrunners, are parties to that certain Credit Agreement, dated as of dated as of February 28, 2008, providing a revolving credit and letter of credit facility to the Revolving Credit Facility Borrowers (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “ Revolving Credit Agreement ”); provided that if any agreement or instrument refinancing or replacing the Revolving Credit Agreement expressly provides that it is not intended to be and is not a refinancing or renewal of the Revolving Credit Agreement then it shall be deemed not to be a “Revolving Credit Agreement”);

In order to induce the Revolving Credit Facility Administrative Agent, the Revolving Credit Facility Collateral Agent, the Revolving Credit Lenders and the other parties to the Revolving Credit Agreement to enter into the Revolving Credit Agreement, and in order to induce the Term Loan Administrative Agent, the Term Loan Collateral Agent and the Term Loan Lenders to enter into the Term Loan Agreement, the Revolving Credit Facility Collateral Agent, the parties hereto have previously entered into an Intercreditor Agreement dated as of February 28, 2008 (the “ Original Intercreditor Agreement ”) establishing the relative priority of their respective Liens on the Collateral and governing their respective rights with respect thereto;

Pursuant to (i) the Term Loan Agreement, the Term Loan Subsidiary Guarantors have guaranteed the Term Loan Obligations and the Company has agreed to cause certain future Subsidiaries to guaranty the Term Loan Obligations, and (ii) the Revolving Credit Agreement, the Revolving Credit Facility Subsidiary Guarantors have guaranteed the Revolving Credit Obligations and the Revolving Credit Facility Borrowers have agreed to cause certain future Subsidiaries to guaranty the Revolving Credit Obligations;

The Term Loan Agreement and the Revolving Credit Agreement are being amended pursuant to a certain First Amendment to Credit Agreement of even date herewith and a Second Amendment to Credit Agreement of even date herewith, respectively, in each case in order to, among other things, allow the Company and its Subsidiaries to incur additional Indebtedness secured by liens pari passu in priority with the Liens securing the Term Loan Obligations and the Company may from time to time following the date hereof issue such Additional Pari Passu Debt in accordance with the aforesaid amendments;

To the extent permitted by each of Term Loan Agreement and the Revolving Credit Agreement and any Additional Pari Passu Loan Agreement, each of the Company’s Subsidiaries party hereto from time to time agree, if so required under any Additional Pari Passu Credit Documents (and if permitted by the Term Loan Agreement and the Revolving Credit Agreement), shall guarantee such Additional Pari Passu Obligations and the Company shall cause, if required under any Additional Pari Passu Credit Documents, certain future Subsidiaries to guaranty such Additional Pari Passu Obligations; and

In order to induce any Additional Pari Passu Debt Representative and any Additional Pari Passu Lenders to enter into the applicable Additional Pari Passu Loan Agreement, the Revolving Credit Facility Administrative Agent, the Term Loan Collateral Agent and the Term Loan Administrative Agent have agreed to amend and restate the Original Intercreditor Agreement in accordance with the terms and conditions set forth herein.

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend and restate the Original Intercreditor Agreement in its entirety and further agree as follows:

SECTION 1.  Definitions .

1.1     Defined Terms .  As used in the Agreement, the following terms shall have the following meanings:

“ Access Acceptance Notice ” has the meaning assigned to that term in Section 3.3(b).

“ Access Period ” means, for each parcel of Mortgaged Premises, the period, after the commencement of an Enforcement Period, which begins on the day that the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent provides the Term Loan Collateral Agent and any Additional Pari Passu Debt Representative with the notice of its election to request access to any Mortgaged Premises pursuant to Section 3.3(b) below and ends on the earlier of (i) the 150th day after the Revolving Credit Facility Collateral Agent obtains the ability to use, take physical possession of, remove or otherwise control the use or access to the Current Asset Collateral located on such Mortgaged Premises following a Collateral Enforcement Action plus such number of days, if any,

after the Revolving Credit Facility Collateral Agent obtains access to such Current Asset Collateral that it is stayed or otherwise prohibited by law or court order from exercising remedies with respect to Current Asset Collateral located on such Mortgaged Premises, (ii) the date on which all or substantially all of the Current Asset Collateral located on such Mortgaged Premises is sold, collected or liquidated, (iii) the date on which the Discharge of Revolving Credit Obligations occurs or (iv) the date on which the Revolving Credit Facility Default, the Term Loan Default or the Additional Pari Passu Loan Default that was the subject of the applicable Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving Credit Facility Collateral Agent (in the case of a Revolving Credit Facility Default), the Term Loan Collateral Agent (in the case of a Term Loan Default) or Additional Pari Passu Debt Representatives (in the case of Additional Pari Passu Loan Defaults), or waived in writing in accordance with the requirements of the applicable Credit Agreement.

“ Account Agreements ” means any lockbox agreement, pledged account agreement, blocked account agreement, deposit account control agreement, securities account control agreement, or any similar deposit or securities account agreements among any Agents and any Grantors and the relevant financial institution depository or securities intermediary.

“ Additional Joinder Agreement ” shall mean a joinder agreement in the form of Exhibit B hereto.

“Additional Pari Passu Approved Counterparty” means the counterparty to an Additional Pari Passu Debt Hedging Agreement entered into by the Company or any Additional Pari Passu Subsidiary Guarantor.

“ Additional Pari Passu Claimholder ” means, at any relevant time, the holders of Additional Pari Passu Obligations at that time, including the Additional Pari Passu Lenders, the agents (including any Additional Pari Passu Debt Representative), trustees or representatives under the Additional Pari Passu Loan Agreement and any Additional Pari Passu Approved Counterparty.

“ Additional Pari Passu Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted under any Additional Pari Passu Security Documents as security for any Additional Pari Passu Obligations.

“ Additional Pari Passu Credit Documents ” means an Additional Pari Passu Loan Agreement, each Additional Pari Passu Debt Hedging Agreement, and the other “Loan Documents”, “Credit Documents” (or similar term as may be defined in such Applicable Pari Passu Loan Agreement), and each of the other agreements, documents and instruments providing for or evidencing any other applicable Additional Pari Passu Obligations, and any other document or instrument executed or delivered at any time in connection with such applicable Additional Pari Passu Obligations, including any intercreditor or joinder agreement among holders of such Additional Pari Passu Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, increased, replaced, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

“Additional Pari Passu Debt Hedging Agreement” means any Hedging Agreement (as defined in the Term Loan Agreement) or similar agreement or instrument serving a like function, as may be defined and permitted under the applicable Additional Pari Passu Debt Loan Agreement.

“ Additional Pari Passu Debt Representative ” means each Person appointed to act as collateral agent, administrative agent, trustee or representative (or in any similar representative capacity)

for the holders of Additional Pari Passu Obligations pursuant to any Additional Pari Passu Loan Agreement (including any successors and assigns from time to time).

“ Additional Pari Passu Lender ” means the lenders, investors or noteholders under and as defined in any Additional Pari Passu Loan Agreement and any other holders of Indebtedness under any Additional Pari Passu Loan Agreement.

“ Additional Pari Passu Loan Agreement ” means the indenture, loan agreement, credit agreement, note purchase agreement or other agreement or instrument (as may be amended, restated, supplemented, modified, replaced or refinanced from time to time) under which any Additional Term Loan Pari Passu Obligations are incurred.

“ Additional Pari Passu Loan Default ” means an “Event of Default” as defined in any applicable Additional Pari Passu Loan Agreement, or any other event, circumstance or condition that permits the holder thereof to accelerate the obligations of the Company thereunder or to exercise remedies in connection therewith.

“ Additional Pari Passu Mortgages ” means a collective reference to each mortgage, deed of trust or other document or instrument under which any Lien under any Real Estate Asset owned by any Grantor is granted to secure any Additional Pari Passu Obligations or under which rights or remedies with respect to any such Liens are governed.

“ Additional Pari Passu Obligations ” means collectively (a) the loans made, notes issued or indebtedness otherwise incurred under any Additional Term Loan Pari Passu Loan Agreement, and all other amounts, obligations, covenants and duties owing by the Company and any Additional Pari Passu Subsidiary Guarantors to any Additional Pari Passu Debt Representative, any Additional Pari Passu Lender, any Affiliate of any of them or any indemnitee thereunder, of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under such Additional Pari Passu Loan Agreement or any such other Additional Pari Passu Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest (including interest accruing after the maturity of the loans under such Additional Pari Passu Loan Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Company or any Additional Pari Passu Subsidiary Guarantor under the applicable Additional Pari Passu Loan Agreement or any other applicable Additional Pari Passu Credit Document and (b) the due and punctual payment and performance of all obligations of the Company and Additional Pari Passu Subsidiary Guarantors under each Additional Pari Passu Debt Hedging Agreement; provided that such obligations shall be Additional Pari Passu Obligations hereunder only to the extent (a) at the time such obligations are incurred, such obligations are not prohibited from being incurred and secured by Liens on Collateral with the priority as set forth herein for such Additional Pari Passu Obligations by the terms of, and do not violate any terms and conditions of, the Revolving Credit Facility Credit Documents and the Term Loan Credit Documents, (b) the Grantors have granted Liens on any of the Collateral to secure such obligations, (c) such obligations have been designated as “Additional Pari Passu Obligations” by the Company in writing to the Revolving Credit Facility Agent and to the Term Loan Collateral Agent, and each of such Persons shall have received copies of the applicable Additional Pari Passu Loan Agreements, and (d) the Additional Pari Passu Debt Representative, for the holders of such obligations is a party to this Agreement or has entered into an Additional Joinder Agreement on behalf of the Additional Pari Passu Claimholders under such agreement acknowledging that such holders shall be bound by the terms hereof applicable to Additional Pari Passu Claimholders.

Notwithstanding the foregoing, if the aggregate amount of Indebtedness constituting principal outstanding under all Additional Pari Passu Loan Agreements and all other Additional Pari Passu Credit Documents (other than Indebtedness in respect of Additional Pari Passu Debt Hedging Agreements), when added to the then outstanding principal balance of the Term Loans, exceeds $1.45 billion, then only that amount of such Indebtedness which, when added to the then outstanding principal balance of the Term Loan Obligations equals $1.45 billion (together with interest, fees, expenses and indemnification obligations with respect thereto), plus obligations in respect of the Additional Pari Passu Debt Hedging Agreement shall constitute Additional Pari Passu Obligations for purposes of this Agreement; provided that notwithstanding the foregoing, “Additional Pari Passu Obligations” shall include, if applicable, Indebtedness pursuant to a DIP Financing to the extent permitted pursuant to Section 6.1(b).

“ Additional Pari Passu Security Documents ” means any agreement, document or instrument pursuant to which a Lien is granted or purported to be granted to secure any Additional Pari Passu Obligations or under which rights or remedies with respect to such Liens are governed.

“ Additional Pari Passu Subsidiary Guarantors ” means a Restricted Subsidiary of the Company that is a “guarantor” under an applicable Additional Pari Passu Credit Documents or is otherwise liable the obligations of the Company thereunder or which provides credit support thereunder.

“ Affiliate ” of any Person means any other Person which, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan).

“ Agents ” means the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent, each Additional Pari Passu Debt Representative and the Designated Fixed Asset Collateral Representative.

“ Agreement ” has the meaning assigned to that term in the preamble hereto.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“ Bankruptcy Law ” means each of the Bankruptcy Code, any similar federal, state or foreign laws, rules or regulations for the relief of debtors or any reorganization, insolvency, moratorium or assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Person and any similar laws, rules or regulations relating to or affecting the enforcement of creditors’ rights generally.

“ Books and Records ” means all instruments, files, records, ledger sheets and documents evidencing, covering or relating to any of the Collateral.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests, membership interests in a limited liability company and beneficial interests in a trust, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ Cash Management Document ” means any certificate, agreement or other document executed by any Revolving Credit Facility Borrower or any Revolving Credit Facility Subsidiary Guarantor in respect of the Cash Management Obligations of such Revolving Credit Facility Borrower or Revolving Credit Facility Subsidiary Guarantor.

“ Cash Management Obligation ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by any Revolving Credit Facility Approved Counterparty (regardless of whether these or similar services were provided prior to the date hereof by such Revolving Credit Facility Approved Counterparty), including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ CGMI ” has the meaning assigned to that term in the Recitals to this Agreement.

“ Chattel Paper ” means all present and future “chattel paper” (as defined in Article 9 of the UCC).

“ Citi ” has the meaning assigned to that term in the preamble to this Agreement.

“ Claimholder ” means, collectively, the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders.

“ Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, now owned or hereafter acquired, constituting both Revolving Credit Facility Grantor Collateral and either Term Loan Collateral or Additional Pari Passu Collateral, or both.

“ Collateral Enforcement Action ” means, collectively or individually for one or more of the Agents, when a Revolving Credit Facility Default, Term Loan Default or Additional Pari Passu Loan Default, as the case may be, has occurred and is continuing, whether or not in consultation with any other Agent, to repossess or join any Person in repossessing, or exercise or join any Person in exercising, or institute or maintain or participate in any action or proceeding with respect to, any remedies with respect to any Collateral or commence the judicial enforcement of any of the rights and remedies under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents, the applicable Additional Pari Passu Credit Documents or under any applicable law, but in all cases (i) including (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Credit Document or otherwise, (b) exercising any right of set-off with respect to any Grantor, (c) the collection and application of, or the delivery of any activation notice with respect to, accounts or other monies deposited from time to time in Deposit Accounts or Securities Accounts or otherwise exercising any right or remedy under any Account Agreement with respect to Deposit Accounts or Securities Accounts, (d) exercising any right or remedy under any landlord access agreement, landlord waiver, bailee letter or similar agreement or arrangement or (e) causing (or, after the occurrence and during the continuance of any Event of Default, consenting to or requesting) any sale or other disposition of any Collateral and (ii) excluding the imposition of a default rate or late fee, in each case in accordance with the terms of the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents; provided that notwithstanding anything to the contrary in the foregoing, the exercise of rights or remedies by the Revolving Credit Facility Collateral Agent under any Account Agreement with respect to a Deposit Account or a Securities Account or the notification of account debtors, in each case, during a “Liquidity Event Period (Borrowing Base)”, “Liquidity Event Period (Cash Dominion)”, “Liquidity Event Period (Fixed Charge Coverage Ratio)” or

“Liquidity Event Period (European Notification)” (each, as defined in the Revolving Credit Agreement) shall not constitute a Collateral Enforcement Action under this Agreement.

“ Common Collateral ” means all Collateral which also constitutes Additional Pari Passu Collateral; provided that if more than one Series of Additional Pari Passu Obligations are outstanding at any time and the holders of less than all Series of Additional Pari Passu Obligations hold a valid and perfected Lien on any Additional Pari Passu Collateral at such time, then such Additional Pari Passu Collateral shall constitute Common Collateral only for those Series of Additional Pari Passu Obligations that hold a valid Lien on such Additional Pari Passu Collateral at such time and shall not constitute Common Collateral for any Series which does not have a valid and perfected Lien on such Additional Pari Passu Collateral at such time.

“ Company ” has the meaning assigned to that term in the preamble to this Agreement.

“ Contingent Obligations ” means at any time, any indemnification or other similar contingent obligations which are not then due and owing at the time of determination.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether by ownership of voting securities, by con-tract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Copyrights ” means all U.S. and foreign copyrights (whether registered or unregistered and whether published or unpublished) and all mask works (as such term is defined in 17 U.S.C. Section 901, et seq.), together with any and all (i) registrations and applications therefor, (ii) rights and privileges arising under applicable law with respect thereto, (iii) renewals and extensions thereof, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damage awards and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“ Credit Agreements ” means, collectively, the Term Loan Agreement, the Revolving Credit Agreement and all Additional Pari Passu Loan Agreements.

“ Credit Documents ” means, collectively, the Revolving Credit Facility Credit Documents, the Term Loan Facility Credit Documents and the Additional Pari Passu Credit Documents.

“ Current Asset Collateral ” means all Collateral consisting of:  (a) accounts, other than “payment intangibles” (as defined in Article 9 of the UCC) which constitute identifiable proceeds of Fixed Asset Collateral; (b) all Inventory or documents of title for any Inventory; (c) Deposit Accounts, Securities Accounts, Instruments (solely to the extent constituting or evidencing obligations owing on Accounts and excluding Intercompany Notes) and Chattel Paper (solely to the extent constituting or evidencing obligations owing on accounts); (d) Current Asset General Intangibles; (e) any credit insurance policy maintained with respect to accounts of any Grantor; (f) Records, Letters of Credit, Letter of Credit Rights, “supporting obligations” (as defined in Article 9 of the UCC), commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the foregoing; and (g) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing; provided that to the extent that identifiable Proceeds (including Instruments and Chattel Paper) of Fixed Asset Collateral are deposited or held in any Deposit Accounts or Securities Accounts that constitute Current Asset Collateral after an Enforcement Notice, then (as provided in Section 3.5 below) such

Collateral or other identifiable Proceeds shall be treated as Fixed Asset Collateral for purposes of this Agreement.

“ Current Asset General Intangibles ” means all General Intangibles arising out of the other items of property included within clauses (a), (b), (c) and (e) of the definition of Current Asset Collateral, including all contingent rights with respect to warranties on Inventory or accounts which are not yet “payment intangibles” (as defined in Article 9 of the UCC).

“ DBNY ” has the meaning assigned to that term in the Recitals to this Agreement.

“ DBSI ” has the meaning assigned to that term in the Recitals to this Agreement.

“ Deposit Accounts ” means, collectively, (i) all “deposit accounts” (as defined in Article 9 of the UCC) and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time held in or on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Designated Fixed Asset Collateral Representative” means, as of the date of this Agreement and for so long as any Obligations under the Term Loan Agreement remain outstanding, the Term Loan Collateral Agent, and at any time following the Discharge of Term Loan Obligations, such Person as is designated as the “Designated Fixed Asset Collateral Representative” by the Additional Pari Passu Claimholders holding a majority of the aggregate Additional Pari Passu Obligations outstanding at any given time.

“ DIP Financing ” has the meaning assigned to that term in Section 6.1.

“ Discharge of Additional Pari Passu Obligations ” means, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under all Additional Pari Passu Credit Documents and constituting Additional Pari Passu Obligations secured by such Collateral (including any Refinancings of any thereof to the extent such Refinancings thereof constitute Additional Pari Passu Obligations);

(b) payment in full in cash of all other Additional Pari Passu Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Additional Pari Passu Obligations (including any Refinancings of any thereof).

If a Discharge of any Additional Pari Passu Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that Additional Pari Passu Obligations are incurred or Additional Pari Passu Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Additional Pari Passu Obligations shall (effective upon the incurrence of such Additional Pari Passu Obligations or reinstatement of such Additional Pari Passu Obligations, as applicable) be deemed to no longer be effective.

“ Discharge of Revolving Credit Obligations ” means, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Revolving Credit Facility Credit Documents and constituting Revolving Credit Obligations (including any Refinancings of any thereof to the extent such Refinancings thereof constitute Revolving Credit Obligations);

(b) payment in full in cash of all other Revolving Credit Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Revolving Credit Obligations (including any Refinancings of any thereof); and

(d) termination of all letters of credit, bank guarantees and similar instruments issued or otherwise outstanding under the Revolving Credit Facility Credit Documents and constituting Revolving Credit Obligations or providing cash collateral or backstop letters of credit reasonably acceptable to the Revolving Credit Facility Administrative Agent in an amount equal to 103% of the aggregate undrawn face amount of such letters of credit, bank guarantees and similar instruments (in a manner reasonably satisfactory to the Revolving Credit Facility Administrative Agent).

If a Discharge of Revolving Credit Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Revolving Credit Obligations are incurred or Revolving Credit Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Revolving Credit Obligations shall (effective upon the incurrence of such additional Revolving Credit Obligations or reinstatement of such Revolving Credit Obligations, as applicable) be deemed to no longer be effective.

“ Discharge of Term Loan Obligations ” means, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Term Loan Credit Documents and constituting Term Loan Obligations (including any Refinancings of any thereof to the extent such Refinancings thereof constitute Term Loan Obligations);

(b) payment in full in cash of all other Term Loan Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Term Loan Obligations (including any Refinancings of any thereof).

If a Discharge of Term Loan Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Term Loan Obligations are incurred or Term Loan Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Term Loan Obligations shall (effective upon the incurrence of such additional Term Loan Obligations or reinstatement of such Term Loan Obligations, as applicable) be deemed to no longer be effective.

“ Disposition ” has the meaning assigned to that term in Section 5.1(b).

“ Enforcement Notice ” means a written notice delivered, at a time when a Revolving Credit Facility Default, Term Loan Default or Additional Pari Passu Loan Default has occurred and is continuing, by either (a) in the case of a Revolving Credit Facility Default, the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent to the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative; (b) in the case of a Term Loan Default, the Term Loan Administrative Agent or the Term Loan Collateral Agent to the Revolving Credit Facility Collateral Agent and each Additional Pari Passu Debt Representative or (c) in the case of an Additional Pari Passu Loan Default, such applicable Additional Pari Passu Debt Representative to the Term Loan Collateral Agent, Revolving Credit Facility Collateral Agent and each other Additional Pari Passu Debt Representative, in each case, announcing that an Enforcement Period has commenced, specifying the relevant event of default, stating the current balance of the Revolving Credit Obligations, the Term Loan Obligations or the applicable Additional Pari Passu Obligations, as applicable, and requesting the current balance of the Term Loan Obligations (in the case of a notice sent by the Revolving Credit Facility Collateral Agent) or the Revolving Credit Obligations (in the case of a notice sent by the Term Loan Collateral Agent), as applicable.

“ Enforcement Period ” means the period of time following the receipt by any of the Revolving Credit Facility Administrative Agent, the Term Loan Administrative Agent or any Additional Pari Passu Debt Representative of an Enforcement Notice until the earliest of (i) in the case of an Enforcement Period commenced by the Term Loan Collateral Agent, the Discharge of Term Loan Obligations, (ii) in the case of an Enforcement Period commenced by the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent, the Discharge of Revolving Credit Obligations, (iii) in the case of an Enforcement Period commenced by any Additional Pari Passu Debt Representative, the Discharge of Additional Pari Passu Obligations of such Series, (iv) the Revolving Credit Facility Administrative Agent, the Term Loan Administrative Agent or any Additional Pari Passu Debt Representative (as applicable) agrees in writing to terminate the Enforcement Period, or (v) the date on which the Revolving Credit Facility Default, the Term Loan Default or the Additional Pari Passu Loan Default that was the subject of the Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving Credit Facility Agent (in the case of a Revolving Credit Facility Default), or the Term Loan Administrative Agent (in the case of a Term Loan Default), or the applicable Additional Pari Passu Debt Claimholders (in the case of a Additional Pari Passu Loan Default), as applicable, or waived in writing in accordance with the requirements of the applicable Credit Agreement.

“ Equipment ” means:  (i) all “equipment” (as defined in Article 9 of the UCC), (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, “fixtures” (as defined in Article 9 of the UCC) and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“ Fixed Asset Collateral ” means all Collateral other than the Current Asset Collateral and including all:  (a) Equipment; (b) Real Estate Assets; (c) Intellectual Property; (d) Fixed Asset General Intangibles; (e) documents of title related to Equipment; (f) Records, “supporting obligations” (as defined in Article 9 of the UCC), commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the foregoing; (g) Capital Stock owned by any Grantor and Intercompany Notes; and (h) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing.

“ Fixed Asset General Intangibles ” means all General Intangibles which are not Current Asset General Intangibles.

“ GAAP ” means generally accepted accounting principles in the United States applied on a consistent basis.

“ General Intangibles ” means all present and future “general intangibles” (as defined in Article 9 of the UCC), but excluding “payment intangibles” (as defined in Article 9 of the UCC), Hedging Agreements and Intellectual Property and any rights thereunder.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Grantors ” means the (i) Company, (ii) each of the Term Loan Subsidiary Guarantors, (iii) each other Person that has or from time to time hereafter guarantees any of the Term Loan Obligations and executes and delivers a Term Loan Security Document as a “grantor” or “pledgor” (or the equivalent thereof), (iv) each of the Revolving Credit Facility Subsidiary Guarantors that is also a Term Loan Subsidiary Guarantor, (v) each other person that has or from time to time hereafter guarantees any of the U.S. Obligations (as defined in the Revolving Credit Agreement) and executes and delivers a Revolving Credit Facility Guarantor Security Document as a “grantor” or “pledgor” (or the equivalent thereof) (but only if such person has also guaranteed or provided security for the Term Loan Obligations); (vi) each of the Additional Pari Passu Subsidiary Guarantors, and (vii) and each other person that has or from time to time hereafter guarantees any of the Additional Pari Passu Obligations as a “grantor” or “pledgor” (or the equivalent thereof) (but only if such person has also guaranteed or provided security for the Term Loan Obligations and the Revolving Credit Obligations).

“ GSCP ” has the meaning assigned to that term in the Recitals to this Agreement.

“ Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rate, currency values or commodity prices.

“ Indebtedness ” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Term Loan Agreement or the Revolving Credit Agreement, as applicable.

“ Insolvency or Liquidation Proceeding ” means:

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency, reorganization, winding-up or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets (other than any merger or consolidation, liquidation or dissolution not involving bankruptcy or insolvency that is expressly permitted pursuant to Section 6.03 of the Term Loan Agreement and of the Revolving Credit Agreement and the comparable provision, if any, of any Additional Pari Passu Loan Agreement);

(c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any merger or consolidation, liquidation or dissolution not involving bankruptcy or insolvency that is expressly permitted pursuant to Section 6.03 of the Term Loan Agreement and of the Revolving Credit Agreement and the comparable provision, if any, of any Additional Pari Passu Loan Agreement);

(d) any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt or other property of any Grantor;

(e) any case or proceeding seeking the entry of an order of relief or the appointment of a custodian, receiver, trustee or other similar proceeding with respect to any Grantor or any property or Indebtedness of any Grantor;

(f) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor; or

(g) any analogous step or procedure under applicable laws of any jurisdiction.

“ Instruments ” means all present and future “instruments” (as defined in Article 9 of the UCC).

“ Intellectual Property ” means, collectively, with respect to any Grantor, all intellectual and similar property rights of every kind and nature, whether arising under United States, multinational or foreign laws or otherwise, including Patents, Copyrights, Intellectual Property Licenses, Trademarks, Trade Secrets, intangible rights in software and databases not otherwise included in the foregoing, and all rights corresponding thereto throughout the world (including the right to sue and to collect proceeds), and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and Books and Records describing or used in connection with, any of the foregoing.

“ Intellectual Property Licenses ” means, collectively, with respect to each Grantor, all agreements pursuant to which such Grantor receives or grants any right in, to, or under Intellectual Property, including license agreements, distribution agreements and covenants not to sue (regardless of whether such agreements and covenants are contained within an agreement that also covers other matters, such as development or consulting) with respect to any Patent, Trademark, Copyright, Trade Secrets or other Intellectual Property, whether such Grantor is a licensor or licensee, distributor or distributee under any such agreement, together with any and all (i) amendments, renewals, extensions, supplements and continuations thereof, and (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable there-under and with respect thereto including damages and payments for past, present or future infringements or violations thereof.

“ Intercompany Notes ” means all indebtedness owing by any of the Company or its Subsidiaries to any Grantor, whether or not represented by a note or agreement.

“ Intercreditor Agreement Joinder ” means an agreement substantially in the form of Exhibit A attached hereto.

“ Inventory ” mean all present and future “inventory” (as defined in Article 9 of the UCC), and in any event, including all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such

inventory or otherwise used or consumed in any Grantor’s business; the purchaser’s interest in any goods being manufactured pursuant to any contract or other arrangement with a supplier, all goods in transit from suppliers (whether or not evidenced by a document of title); all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“ Lender ” means each Term Loan Lender, each Revolving Credit Lender and each Additional Pari Passu Lender.

“ Letter of Credit ” means any present and future “letter of credit” (as defined in Article 5 of the UCC).

“ Letter of Credit Right ” means any present and future “letter-of-credit right” (as defined in Article 9 of the UCC).

“ Lien ” means, with respect to any Property, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such Property, or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such Property, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, (d) in the case of any investment property or deposit account, any contract or other agreement under which any third party has the right to control such investment property or deposit account and (e) any other agreement intended to give or create any of the foregoing.

“ Mortgaged Premises ” means any Real Estate Asset which shall now or hereafter be subject to a Term Loan Mortgage or an Additional Pari Passu Mortgage.

“ New Agent ” has the meaning assigned to that term in Section 5.5.

“ New Debt Notice ” has the meaning assigned to that term in Section 5.5.

“ Notice of Occupancy ” has the meaning assigned to that term in Section 3.3(b).

" Notifying Agent " has the meaning assigned to such term in Section 3.3(b).

“ Obligations ” means all Revolving Credit Obligations, all Term Loan Obligations and all Additional Pari Passu Obligations.

“ Patents ” means, collectively, all United States and foreign patents, patent applications, certificates of inventions, and industrial designs, together with any and all (i) rights and privileges arising under applicable law with respect to any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements or other violations thereof.

“ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“ Plan ” means any “Plan” as defined in the Term Loan Agreement.

“ Pledged Collateral ” has the meaning assigned to that term in Section 5.4(a).

“ Post-Petition Interest ” means interest, fees, expenses and other charges that pursuant to the Term Loan Agreement, the Revolving Credit Agreement or any Additional Pari Passu Loan Agreement, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding or would continue to accrue but for the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“ Property ” or “ property ” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including any ownership interests of any Person.

“ Real Estate Asset ” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Grantor in any Real Property.

“ Real Property ” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“ Records ” means all present and future “records” (as defined in Article 9 of the UCC).

“ Recovery ” has the meaning assigned to that term in Section 6.4.

“ Refinance ” means, in respect of any Indebtedness, to refinance (including by means of sale of debt securities to institutional investors), extend, increase, renew, defease, amend, modify, supplement, restructure, replace (whether upon termination or otherwise), refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part, and the terms “ Refinanced ” and “ Refinancing ” shall have meanings correlative thereto.

“ Revolving Credit Agreement ” has the meaning assigned to that term in the Recitals to this Agreement.

“ Revolving Credit Claimholders ” means, at any relevant time, the holders of Revolving Credit Obligations at that time, including the Revolving Credit Lenders, the Issuers (as defined in the Revolving Credit Agreement), the agents under the Revolving Credit Facility Credit Documents, any Revolving Credit Facility Approved Counterparties.

“ Revolving Credit Commitments ” means the “Revolving Credit Commitments” (as such term is defined in the Revolving Credit Agreement).

“ Revolving Credit Facility Administrative Agent ” has the meaning assigned to that term in the preamble to this Agreement.

“ Revolving Credit Facility Agents ” means the Revolving Credit Facility Administrative Agent and the Revolving Credit Facility Collateral Agent.

“ Revolving Credit Facility Approved Counterparty ” means the Revolving Credit Facility Administrative Agent, any Revolving Credit Facility Lender or any Affiliate of any of them.

“ Revolving Credit Facility Borrowers ” means the Company, Solutia Europe SPRL/BVBA, a private limited liability company incorporated under Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited liability company) (“ Solutia Europe ”); Flexsys SA/NV, a Belgian limited liability company (“ société anonyme ”/“ naamloze vennootschap ”), having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and registered with the Legal Entities Register (RPM/RPR Brussels) under enterprise number 454.045.419, and any other Person that becomes a “Borrower” under the Revolving Credit Agreement in accordance with the terms thereof.

“ Revolving Credit Facility Cap Amount ” means $450.0 million.

“ Revolving Credit Facility Collateral Agent ” has the meaning assigned to that term in the preamble to this Agreement.

“ Revolving Credit Facility Credit Documents ” means the Revolving Credit Agreement and the other “Loan Documents” (as defined in the Revolving Credit Agreement), each Cash Management Document and each of the other agreements, documents and instruments providing for or evidencing any other Revolving Credit Obligation, and any other document or instrument executed or delivered at any time in connection with any Revolving Credit Obligations, including any intercreditor or joinder agreement among holders of Revolving Credit Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, increased, modified, replaced, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

“ Revolving Credit Facility Default ” means an “Event of Default” (as defined in the Revolving Credit Agreement).

“ Revolving Credit Facility Grantor Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted under the Revolving Credit Grantor Security Documents as security for any Revolving Credit Obligations.

“ Revolving Credit Facility Grantor Security Documents ” means each Revolving Credit Facility Security Document with respect to which any Grantor is a party.

“ Revolving Credit Facility Security Documents ” means the “Security Documents” (as defined in the Revolving Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted to secure any Revolving Credit Obligations or under which rights or remedies with respect to such Liens are governed.

“ Revolving Credit Facility Subsidiary Guarantor ” means a “Subsidiary Guarantor” (as defined in the Revolving Credit Agreement).

“ Revolving Credit Lenders ” means the “Lenders” under and as defined in the Revolving Credit Agreement.

“ Revolving Credit Obligations ” means, collectively, (a) the loans made under the Revolving Credit Agreement, reimbursement obligations in respect of letters of credit, bank guarantees and similar instruments issued or otherwise outstanding under the Revolving Credit Agreement and all other amounts, obligations, covenants and duties owing by the Revolving Credit Facility Borrowers and any Revolving Credit Facility Subsidiary Guarantors to any Revolving Credit Facility Agent, any Revolving Credit Lender, any Affiliate of any of them or any “Indemnitee” (as defined in the Revolving Credit Agreement), of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under the Revolving Credit Agreement or any other Revolving Credit Facility Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest (including interest accruing after the maturity of the loans under the Revolving Credit Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Revolving Credit Facility Borrowers or any Revolving Credit Facility Subsidiary Guarantors under the Revolving Agreement or any other Revolving Credit Facility Credit Document and (b) the due and punctual payment and performance of all Cash Management Obligations of the Revolving Credit Facility Borrowers and any Revolving Credit Facility Subsidiary Guarantors.

Notwithstanding the foregoing, if the sum of (x) the aggregate principal amount of Indebtedness constituting principal outstanding under the Revolving Credit Agreement and the other Revolving Credit Facility Credit Documents (other than Indebtedness in respect of Cash Management Obligations of the Revolving Credit Facility Borrowers and the Revolving Credit Facility Subsidiary Guarantors ) plus (y) the aggregate face amount of any outstanding letters of credit, bank guarantees and similar instruments issued under the Revolving Credit Agreement, exceeds the Revolving Credit Facility Cap Amount, then only that portion of such Indebtedness and such aggregate face amount of letters of credit, bank guarantees and similar instruments equal to the Revolving Credit Facility Cap Amount plus Cash Management Obligations of the Revolving Credit Facility Borrowers and the Revolving Credit Facility Subsidiary Guarantors shall be included in Revolving Credit Obligations and interest, fees, expenses and indemnification obligations with respect to such Indebtedness and letters of credit, bank guarantees and similar instruments shall only constitute Revolving Credit Obligations to the extent related to Indebtedness and the face amounts of letters of included in the Revolving Credit Obligations; provided that notwithstanding the foregoing, “ Revolving Credit Obligations ” shall include, if applicable, Indebtedness pursuant to a DIP Financing to the extent permitted pursuant to Section 6.1(a).

“ Revolving Credit Standstill Period ” has the meaning assigned to that term in Section 3.2(a)(1).

“ Securities ” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Securities Accounts ” means all present and future “securities accounts” (as defined in Article 8 of the UCC), including all cash, funds, “uncertificated securities” and “securities entitlements” (in each case, as defined in Article 8 of the UCC) from time to time held therein or on deposit therein.

“ Series ” means, with respect to any Additional Pari Passu Obligations, each Additional Pari Passu Obligations incurred pursuant to any Additional Pari Passu Loan Agreement, which pursuant to any Additional Joinder Agreement are intended to constitute Additional Pari Passu Obligations hereunder.

“ Subsidiary ” means, with respect to any Person (“ parent ”), (i) any corporation, limited liability company, association or other business entity of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation, limited liability company, association or other business entity (irrespective of whether at the time any other class or classes of Capital Stock of such corporation, limited liability company, association or other business entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by the parent, by the parent and one or more other Subsidiaries of the parent, or by one or more other Subsidiaries of the parent; (ii) any partnership of which more than 50% of the outstanding partnership interests having the power to act as a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly or indirectly owned by the parent, by the parent and one or more other Subsidiaries of the parent, or by one or more other Subsidiaries of the parent; or (iii) any other Person that is otherwise Controlled by the parent, by the parent and one or more other Subsidiaries of the parent, or by one or more other Subsidiaries of the parent.  Unless otherwise indicated, when used in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of the Company.

“ Term Loan Administrative Agent ” has the meaning assigned to that term in the preamble to this Agreement.

“ Term Loan Agents ” means the Term Loan Administrative Agent and the Term Loan Collateral Agent.

“ Term Loan Agreement ” has the meaning assigned to that term in the Recitals to this Agreement, provided that, for purposes of this Agreement only, no Additional Pari Passu Credit Document shall be deemed to be a Term Loan Agreement.

“ Term Loan Approved Counterparty ” means the counterparty to a Term Loan Hedging Agreement entered into by the Company or any Term Loan Subsidiary Guarantor.

“ Term Loan Cap Amount ” means, at any time, $1.45 billion minus the Indebtedness constituting outstanding principal with respect to any Additional Pari Passu Obligations.

“ Term Loan Claimholders ” means, at any relevant time, the holders of Term Loan Obligations at that time, including the Term Loan Lenders, the agents under the Term Loan Credit Documents, any Term Loan Approved Counterparties.

“ Term Loan Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted under any Term Loan Security Documents as security for any Term Loan Obligations.

“ Term Loan Collateral Agent ” has the meaning assigned to that term in the preamble to this Agreement.

“ Term Loan Credit Documents ” means the Term Loan Agreement and the other “Loan Documents” (as defined in the Term Loan Agreement), each Term Loan Hedging Agreement and each of

the other agreements, documents and instruments providing for or evidencing any other Term Loan Obligation, and any other document or instrument executed or delivered at any time in connection with any Term Loan Obligations, including any intercreditor or joinder agreement among holders of Term Loan Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, increased, replaced, extended or Refinanced from time to time in accordance with the provisions of this Agreement, provided that, for purposes of this Agreement only, no Additional Pari Passu Credit Document shall be deemed to be a Term Loan Credit Document.

“ Term Loan Default ” means an “Event of Default” (as defined in the Term Loan Agreement).

“ Term Loan Hedging Agreement ” means each “Pari Passu Secured Hedging Agreement” (as defined in the Term Loan Agreement).

“ Term Loan Lenders ” means the “Lenders” under and as defined in the Term Loan Agreement.

“ Term Loan Mortgages ” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on any Real Estate Asset owned by any Grantor is granted to secure any Term Loan Obligations or under which rights or remedies with respect to any such Liens are governed.

“ Term Loan Obligations ” means, collectively, (a) the loans made under the Term Loan Agreement and all other amounts, obligations, covenants and duties owing by the Company and any Term Loan Subsidiary Guarantors to any Term Loan Agent, any Term Loan Lender, any Affiliate of any of them or any “Indemnitee” (as defined in the Term Loan Agreement), of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under the Term Loan Agreement or any other Term Loan Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest (including interest accruing after the maturity of the loans under the Term Loan Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Company or any Term Loan Subsidiary Guarantor under the Term Loan Agreement or any other Term Loan Credit Document and (b) the due and punctual payment and performance of all obligations of the Company and the Term Loan Subsidiary Guarantors under each Term Loan Hedging Agreement.

Notwithstanding the foregoing, if the aggregate amount of Indebtedness constituting principal outstanding under the Term Loan Agreement and the other Term Loan Credit Documents (other than Indebtedness in respect of Term Loan Hedging Agreements) is in excess of the Term Loan Cap Amount, then only that portion of such Indebtedness equal to the Term Loan Cap Amount plus obligations in respect of Term Loan Hedging Agreements shall be included in Term Loan Obligations and interest, fees, expenses and indemnification obligations with respect to such Indebtedness shall only constitute Term Loan Obligations to the extent related to Indebtedness included in the Term Loan Obligations; provided that notwithstanding the foregoing, “ Term Loan Obligations ” shall include, if applicable, Indebtedness pursuant to a DIP Financing to the extent permitted pursuant to Section 6.1(b).

“ Term Loan Security Documents ” means the “Security Documents” (as defined in the Term Loan Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted to secure any Term Loan Obligations or under which rights or remedies with respect to such Liens are governed.

“ Term Loan/Additional Pari Passu Standstill Period ” has the meaning assigned to that term in Section 3.1(a)(1).

“ Term Loan Subsidiary Guarantor ” means a “Subsidiary Guarantor” (as defined in the Term Loan Agreement).

“ Trademarks ” means, collectively, all United States, state, and foreign trademarks,  service marks, certification marks, slogans, logos, certification marks, trade dress, internet domain names, corporate names, trade names, and other source or business identifiers, whether registered or unregistered (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) registrations and applications for any of the foregoing, (ii) good-will connected with the use thereof and symbolized thereby, (iii) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (iv) renewals thereof and amendments thereto, (v) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (vi) rights corresponding thereto throughout the world and (vii) rights to sue for past, present and future infringements, dilutions or other violations thereof.

“ Trade Secrets ” means all trade secrets and all other confidential or proprietary information and know-how, whether or not such information has been reduced to a writing or other tangible form, together with all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future misappropriation or other violations thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present and future misappropriation or other violations thereof.

“ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of any Collateral Agent’s or any secured party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect from time to time in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

1.2. Terms Generally .  The definitions of terms in this Agreement 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:

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

(b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c) 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;

(d) all references herein to Sections shall be construed to refer to Sections of this Agreement;

(e) all references to terms defined in the UCC in effect in the State of New York shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and

(f) 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.

SECTION 2.  Lien Priorities .

2.1   Relative Priorities .  Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Term Loan Obligations granted on the Collateral, any Liens securing any Additional Pari Passu Obligations granted on the Collateral (or any portion thereof) or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of any UCC, or any other applicable law or the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or any of the Additional Pari Passu Credit Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Revolving Credit Obligations, the Term Loan Obligations or any Additional Pari Passu Obligations or any or any other circumstance whatsoever, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Series of Additional Pari Passu Claimholders, hereby agree that:

(a)   any Lien on the Current Asset Collateral securing any Revolving Credit Obligations, whether now or hereafter held by or on behalf of the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation and all other respects to all Liens on the Current Asset Collateral securing any Term Loan Obligations or any Additional Pari Passu Obligations;

(b)   any Lien on the Fixed Asset Collateral securing any (i) Term Loan Obligations, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Term Loan Claimholders or any agent or trustee therefor or (ii) any Additional Pari Passu Obligations, whether now or hereafter held by or on behalf of the any Additional Pari Passu Debt Representative, any Additional Pari Passu Claimholders or any agent or trustee therefore, in each case regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation and all other respects to all Liens on the Fixed Asset Collateral securing any Revolving Credit Obligations; and

(c)   any Lien on the Collateral securing any Term Loan Obligations whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Term Loan Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be pari passu in right, priority, operation and all other respects to all Liens on the Collateral securing any Additional  Pari Passu Obligations, whether now or hereafter held by or on behalf of such Additional Pari Passu Debt Representative, such Additional Pari Passu Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise.

2.2   Prohibition on Contesting Liens .  Each of the Term Loan Collateral Agent, for itself and on behalf of each Term Loan Claimholder, each Additional Pari Passu Debt Representative, for itself and on behalf of each applicable Series of Additional Pari Passu Claimholders and the Revolving Credit Facility Collateral Agent, for itself and on behalf of each Revolving Credit Claimholder, 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 Revolving Credit Claimholders, any of the Term Loan Claimholders or any of the Additional Pari Passu Claimholders in the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of either Agent or any Revolving Credit Claimholder, Term Loan Claimholder of any Additional Pari Passu Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1, 3.1 and 3.2.  The Term Loan Collateral Agent, for itself and on behalf of each Term Loan Claimholder, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable series of Additional Pari Passu Claimholders acknowledges that the  Revolving Credit Obligations are secured by collateral granted by European Loan Parties (as such term is defined in the Revolving Credit Agreement) and, in furtherance of this agreement, 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 Revolving Credit Claimholders in any such collateral.

2.3   No New Liens .  So long as the Discharge of Revolving Credit Obligations, the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that neither the Company nor any other Grantor nor any other Subsidiary that is required to be a Grantor pursuant to the terms of the Term Loan Credit Documents, shall:

(a)   grant or permit any Liens on any of its property to secure any Term Loan Obligations unless it has granted or concurrently grants a Lien on such property to secure the Revolving Credit Obligations and, to the extent applicable and constituting property that is Common Collateral or is of the type that is meant to be security for such Additional Pari Passu Obligations, any Series of Additional Pari Passu Obligations; or

(b)   grant or permit any Liens on any of its property to secure any Revolving Credit Obligations (other than cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) unless it has granted or concurrently grants a Lien on such property to secure the Term Loan Obligations or, to the extent applicable and constituting property that is Common Collateral or is of the type that is meant to be security for such Additional Pari Passu Obligations, any Series of Additional Pari Passu Obligations; or

(c)   grant or permit any Liens on any of its property to secure any Series of Additional Pari Passu Obligations unless it has granted or concurrently grants Liens on such property to secure the Term Loan Obligations and the Revolving Credit Obligations pursuant to the terms of such Credit Agreements.

To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1.  In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available hereunder, the Revolving Credit Facility Collateral Agent, on behalf of the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of the Term Loan

Claimholders, and each Additional Pari Passu Debt Representative, on behalf of the applicable Additional Pari Passu Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4   Similar Liens and Agreements .  The parties hereto agree that it is their intention that the Revolving Credit Facility Grantor Collateral, the Term Loan Collateral and the Additional Pari Passu Collateral be identical (other than (i) cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) pursuant to the terms of the Revolving Credit Agreement and (ii) in the case of Additional Pari Passu Obligations, property that is not Common Collateral or is not of the type of property that is meant to be security for such Additional Pari Passu Obligations).  In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement (including Section 5.3):

(a)   upon request by the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative, to cooperate in good faith from time to time in order to determine the specific items included in the Revolving Credit Facility Grantor Collateral, the Term Loan Collateral and the applicable Additional Pari Passu Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the Additional Pari Passu Credit Documents; and

(b)   that the Revolving Credit Facility Grantor Security Documents, the Term Loan Security Documents and the Additional Pari Passu Security Documents and guarantees delivered by Grantors for the Revolving Credit Obligations, the Term Loan Obligations and, to the extent applicable and practicable, Additional Pari Passu Obligations, subject to Section 5.3, shall be in all material respects the same forms of documents other than with respect to differences to reflect the nature of the lending arrangements and the respective Obligations secured thereunder and, to the extent relevant, the priority of the Liens granted thereunder with respect to the Fixed Asset Collateral and the Current Asset Collateral (and, in the case of Additional Pari Passu Obligations, any differences reflecting that such Obligations may be secured by only a subset of the Collateral).

SECTION 3.  Enforcement .

3.1   Exercise of Remedies – Restrictions on the Term Loan Collateral Agent and Additional Pari Passu Debt Representatives .

(a)   Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders:

(1)   will not seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, or otherwise exercise or seek to exercise any rights or remedies with respect to any Current Asset Collateral (including the exercise of any right of setoff or any right under any Account Agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (A) the date on which any Term Loan Agent or Additional Pari Passu Debt Representative, as applicable, first declared the existence of a Term Loan Default or an Additional Pari Passu Loan Default, as applicable, and demanded the repayment of all the principal amount of any

Term Loan Obligations or applicable Additional Pari Passu Obligations, as applicable; and (B) the date on which the Revolving Credit Facility Administrative Agent and the other Additional Pari Passu Debt Representatives received notice from the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative of such declaration of a Term Loan Default or an Additional Pari Passu Loan Default, as applicable, and demand for repayment (the “ Term Loan/Additional Pari Passu Standstill Period ”); provided , further , that notwithstanding anything herein to the contrary, in no event shall any of the Term Loan Collateral Agent, the Term Loan Claimholder, Additional Pari Passu Debt Representative or Additional Pari Passu Claimholder exercise any rights or remedies with respect to the Current Asset Collateral (unless (x) the final step triggering the “one action rule” or any similar legal provision in any applicable state has occurred and (y) the applicable Term Loan Claimholder or Additional Pari Passu Claimholder has provided written notice to the Revolving Credit Claimholders and any other Additional Pari Passu Claimholders no later than five days prior to the commencement of such final step of its exercise of any rights or remedies permitted hereunder) if, notwithstanding the expiration of the Term Loan/Additional Pari Passu Standstill Period, the Revolving Credit Facility Collateral Agent or Revolving Credit Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the Term Loan Collateral Agent and any applicable Additional Pari Passu Debt Representative);

(2)   will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder or any other exercise by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder of any rights and remedies relating to the Current Asset Collateral, whether under the Revolving Credit Facility Credit Documents or otherwise; and

(3)   subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the Revolving Credit Facility Collateral Agent or any of the Revolving Credit Claimholders from bringing or pursuing any Collateral Enforcement Action;

provided that, in the case of (1), (2) and (3) above, the Liens granted to secure the Term Loan Obligations of the Term Loan Claimholders and the Additional Pari Passu Obligations of the Additional Pari Passu Claimholders shall attach to the Proceeds of Collateral (and of Common Collateral, in the case of Additional Pari Passu Obligations) resulting from any such actions taken by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder in accordance with this Agreement (after giving effect to any proper application of such Proceeds to the Revolving Credit Obligations) subject to the relative priorities described in Section 2.

(b)   Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, agrees that the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Current Asset Collateral by the respective Grantors after a Revolving Credit Facility Default) make determinations regarding the release, disposition, or restrictions with respect to the Current Asset Collateral (including exercising remedies under Account Agreements with respect to Deposit Accounts or Securities Accounts) without any consultation with or the consent of the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder; provided that the Lien securing the Term Loan Obligations and Additional Pari Passu Obligations shall remain on the Proceeds of Common

Collateral (other than those properly applied to the Revolving Credit Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2.  In exercising rights and remedies with respect to the Current Asset Collateral, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders agrees that the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders may enforce the provisions of the Revolving Credit Facility Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Current Asset Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC (and any similar or equivalent legislation of any applicable jurisdiction outside the United States) and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(c)   Notwithstanding the foregoing, the Term Loan Collateral Agent, and any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder may:

(1)   file a claim or statement of interest with respect to the Term Loan Obligations or the applicable Additional Pari Passu Obligations, as applicable; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)   take any action in order to create, perfect, preserve or protect its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement and shall not be adverse to the priority status of the Liens on the Current Asset Collateral, or the rights of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders to exercise remedies in respect thereof;

(3)   file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Claimholders or the applicable Additional Pari Passu Claimholders, as applicable, including any claims secured by the Current Asset Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)   file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(5)   vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Term Loan Obligations or the applicable Additional Pari Passu Obligations and the Fixed Asset Collateral (that, in the case of Additional Pari Passu Obligations, constitutes Common Collateral);

(6)   exercise any of its rights or remedies with respect to any of the Collateral after the termination of the Term Loan/Additional Pari Passu Standstill Period to the extent permitted by Section 3.1(a)(1); and

(7)   make a cash bid on all or any portion of the Collateral in any foreclosure proceeding or action.

The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, agrees that it will not take or receive any Current Asset Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement.  Without limiting the generality of the foregoing, unless and until, the Discharge of Revolving Credit Obligations has occurred, except as expressly provided in this Section 3.1(c) and Sections 3.1(a) and 6.3(c)(1), the sole right of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder with respect to the Current Asset Collateral is to hold a Lien on such Collateral pursuant to the Term Loan Security Documents or the applicable Additional Pari Passu Security Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Revolving Credit Obligations has occurred.

(d)   Subject to Sections 3.l(a), 3.1(c) and 6.3(c)(1):

(1)   (x) the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, agrees that the Term Loan Collateral Agent and the Term Loan Claimholders will not, and (y) each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, agrees that such Additional Pari Passu Debt Representative and such applicable Additional Pari Passu Claimholders will not, except as not prohibited herein, take any action that would hinder any exercise of remedies under the Revolving Credit Facility Credit Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Current Asset Collateral, whether by foreclosure or otherwise;

(2)   (x) the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, hereby waives any and all rights it or the Term Loan Claimholders may have and (y) each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, hereby waives any and all rights it or the applicable Additional Pari Passu Claimholders may have in each case, as a junior lien creditor with respect to the Current Asset Collateral or otherwise to object to the manner in which the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders seek to enforce or collect the Revolving Credit Obligations or the Liens on the Current Asset Collateral securing the Revolving Credit Obligations granted in any of the Revolving Credit Facility Credit Documents or to any action that is not prohibited by this Agreement, regardless of whether any action or failure to act by or on behalf of the Revolving Credit Facility Collateral Agent or Revolving Credit Claimholders is adverse to the interest of the Term Loan Claimholders or such Additional Pari Passu Claimholders; and

(3)   (x) the Term Loan Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Term Loan Security Documents or any other Term Loan Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders with respect to the Current Asset Collateral as set forth in this Agreement and the Revolving Credit Facility Credit Documents and (y) each Additional Pari Passu Debt Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the applicable Additional Pari Passu Security Documents or any other Additional Pari Passu Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders with respect to the Current Asset Collateral as set forth in this Agreement and the Revolving Credit Facility Credit Documents.

(e)   Except as otherwise specifically set forth in Sections 3.1(a), 3.1(d) and 3.5, the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt

Representative and any Additional Pari Passu Claimholder may exercise rights and remedies as unsecured creditors against any Grantor (in the case of any Term Loan Claimholders) or the Company and any applicable Additional Pari Passu Subsidiary Guarantors (in the case of any Additional Pari Passu Claimholders) and may exercise rights and remedies with respect to the Fixed Asset Collateral, in each case, in accordance with the terms of the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents, as applicable, and applicable law; provided that in the event that any Term Loan Claimholder or any Additional Pari Passu Claimholder becomes a judgment Lien creditor in respect of Current Asset Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Term Loan Obligations or the Applicable Additional Pari Passu Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Revolving Credit Obligations) as the other Liens securing the Term Loan Obligations and the Additional Pari Passu Obligations are subject to this Agreement.

(f)   Nothing in this Agreement shall prohibit the receipt by the Term Loan Collateral Agent, any Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder of payments of interest, principal and other amounts owed in respect of the Term Loan Obligations or the applicable Additional Pari Passu Obligations, so long as such receipt is not the direct or indirect result of the exercise by the Term Loan Collateral Agent, any Term Loan Claimholders, any such Additional Pari Passu Debt Representative or any such Additional Pari Passu Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders may have against the Grantors under the Revolving Credit Facility Credit Documents, other than with respect to the Fixed Asset Collateral solely to the extent expressly provided herein.

3.2   Exercise of Remedies – Restrictions on the Revolving Credit Facility Collateral Agent

(a)   Until the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders:

(1)   will not seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, or otherwise exercise or seek to exercise any rights or remedies with respect to any Fixed Asset Collateral or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that the Revolving Credit Facility Collateral Agent may exercise the rights provided for in Section 3.3 (with respect to any Access Period) and may exercise any or all such other rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (A) the date on which the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent declared the existence of any Revolving Credit Facility Default and demanded the repayment of all the principal amount of any Revolving Credit Obligations; and (B) the date on which the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative received notice from the Revolving Credit Facility Collateral Agent of such declaration of a Revolving Credit Facility Default and demand for repayment (the “ Revolving Credit Standstill Period ”); provided , further , that notwithstanding anything herein to the contrary, in no event shall the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder exercise any rights or remedies (other than those under Section 3.3) with respect to the Fixed Asset Collateral (unless (x) the final step triggering the “one action rule” or any similar legal provision in any applicable state has occurred and (y) the applicable Revolving Credit Claimholder has provided

written notice to the Term Loan Claimholders and the Additional Pari Passu Claimholders no later than five days prior to the commencement of such final step of its exercise of any rights or remedies permitted hereunder) if, notwithstanding the expiration of the Revolving Credit Standstill Period, the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Series of Additional Pari Passu Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the Revolving Credit Facility Collateral Agent);

(2)   will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder or any other exercise by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder of any rights and remedies relating to the Fixed Asset Collateral, whether under the Term Loan Credit Documents, any Additional Pari Passu Credit Documents or otherwise; and

(3)   subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.2(c), will not object to the forbearance by the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder from bringing or pursuing any Collateral Enforcement Action;

provided that in the case of (1), (2) and (3) above, the Liens granted to secure the Revolving Credit Obligations of the Revolving Credit Claimholders shall attach to any Proceeds resulting from any such actions taken by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder in accordance with this Agreement (after giving effect to any proper application of such Proceeds to the Term Loan Obligations and the Additional Pari Passu Obligations) subject to the relative priorities described in Section 2.

(b)   Until the Discharge of Term Loan Obligations and the Discharge of any applicable Additional Pari Passu Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders (with respect to such Common Collateral only) shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Fixed Asset Collateral by the respective Grantors after a Term Loan Default or an Additional Pari Passu Default) make determinations regarding the release, disposition, or restrictions with respect to the Fixed Asset Collateral without any consultation with or the consent of the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder; provided that the Lien securing the Revolving Credit Obligations shall remain on the Proceeds (other than those properly applied to the Term Loan Obligations and the Additional Pari Passu Obligations) of such Collateral released or disposed of subject to the relative priorities describe