Common use of Amendments to Second Priority Collateral Documents Clause in Contracts

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Collateral Agreement dated as of December 4, 2006 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, the Intercreditor Agreement dated as of May 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document entered into after the date hereof shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Third Amended and Restated Collateral Agreement Agreement, dated as of December 4January 29, 2006 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time), by and among Momentive Performance Specialty Chemicals Holdings Inc.LLC (formerly known as Hexion LLC) (“Holdings”), Momentive Performance Materials Inc., Momentive Performance Materials USASpecialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc.) (the “Company”), the other “Grantors” named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent agent, and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions ofof the Amended and Restated Intercreditor Agreement, the Intercreditor Agreement dated as of May 25January 31, 2012 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agentintercreditor agent, Momentive Performance Materials Inc.Wilmington Trust Company, Momentive Performance Materials USAas trustee and as collateral agent, Inc.Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as senior-priority agent for the holders of the notes issued under the 1.5 Lien Indenture referred to therein, Wilmington Trust, National Association, as senior-priority agent for the holders of the notes issued under the First Lien Indenture referred to therein, Holdings, the Company and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Senior Credit Agreement or, if there is no Senior Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A.N.A. (“JPMCB”), as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Collateral Agreement Agreement, dated as of December 4March 28, 2006 2013 (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc.Hexion Inc. (the “Company”), Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A.each Subsidiary Party (as defined therein) party thereto and JPMCB, as administrative collateral agent, and the other parties party thereto, (b) Wilmington Trust, National Association, as collateral agent (and its permitted successors) pursuant to the Collateral Agreement, dated as of March 28, 2013 (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time), by and among the Company, each Pledgor (as defined therein) party thereto and Wilmington Trust, National Association, as trustee and collateral agent agent, and the other parties party thereto, or (bc) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions ofof the Amended and Restated Intercreditor Agreement, the Intercreditor Agreement dated as of May 25February 8, 2012 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A.JPMCB, as Intercreditor Agentintercreditor agent, Momentive Performance Materials Inc.Wilmington Trust, Momentive Performance Materials USANational Association, Inc.as trustee and as collateral agent, JPMCB, as senior-priority agent for the secured parties under the ABL Facility referred to therein, Wilmington Trust, National Association, as senior-priority agent for the holders of the notes issued under the 6.625% First Lien Notes Indenture referred to therein, Wilmington Trust, National Association, as senior-priority agent for the holders of the notes issued under the 10.00% First Lien Notes Indenture referred to therein, Wilmington Trust, National Association, as senior-priority agent for the holders of the notes issued under the New First Lien Notes Indenture referred to therein, Hexion LLC, the Company and the each other parties party from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not affect the rights, duties, privileges, protections, indemnities, immunities or obligations of the Second-Priority Agent and does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor First-Priority Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent Representative agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor First-Priority Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] Representative(s) pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Guarantee and Collateral Agreement dated as of December 4April 23, 2006 2013 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc.Sprouts Farmers Market Holdings, Momentive Performance Materials Inc.LLC, Momentive Performance Materials USAcertain of its affiliates and Credit Suisse AG, Inc., JPMorgan Chase Bank, N.A.Cayman Islands Branch, as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] Representative(s) hereunder is subject to the limitations and provisions of, the First Lien/Second Lien Intercreditor Agreement dated as of May 25[ ], 2012 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as Intercreditor Credit Agreement Agent and First-Priority Agent, Momentive Performance Materials Inc.[ ], Momentive Performance Materials USAas Second-Priority Facility Agent, Inc.Sprouts Farmers Markets Holdings, LLC, and the other parties party thereto. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/ Second Lien Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent Applicable First Lien Representative (and its permitted successors) pursuant to the Amended and Restated U.S. Collateral Agreement dated as of December 4November 16, 2006 2012 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent Applicable First Lien Representative and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, the Intercreditor Agreement dated as of May 25November 16, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any Senior Debt Document. The Borrower agrees to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second-Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second-Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Intercreditor AgentDesignated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Second Priority AgentRepresentative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to in favor of the U.S. Collateral Agreement dated as of December 4, 2006 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Deutsche Bank Trust Company Americas, as administrative agent, pursuant toto or in connection with the Credit Agreement, dated as of [____], 2012 among Holdings, the Borrower, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [applicable Second-Second Priority AgentRepresentative] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25[ ], 2012 201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as Intercreditor Administrative Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., [ ] and the other parties its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or each applicable Senior Representative and/or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor AgentSenior Representatives, the Senior LendersSecured Parties, the Company Borrower or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-comparable Second Priority Collateral Document without the consent of any Second-Second Priority Agent Representative or any Second-Second Priority Secured Debt Party and without any action by any Second-Second Priority Agent, Second-Priority Secured PartyRepresentative, the Company Borrower or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Second Priority Agent.Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. 31447057_4 32101176_5 NEWYORK 8661362 (2K)

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required LendersLenders with respect to each Series of First-Priority Obligations, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Unless otherwise agreed to by the Designated First-Priority Representative, each Second-Priority Agent Representative agrees that each applicable Second-Priority Collateral Document shall include language substantially the same as the following language paragraph (or language to similar effect approved by the Intercreditor AgentDesignated First-Priority Representative, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable insert the relevant Second-Priority AgentRepresentative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase BankBank of America, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Collateral Security Agreement dated as of December 4April 24, 2006 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USACommunications Sales & Leasing, Inc., JPMorgan Chase BankCSL Capital, LLC, the other grantors party thereto and Bank of America, N.A., as administrative collateral agent, (b) Xxxxx Fargo Bank, National Association, as collateral agent (and its permitted successors) pursuant to the Security Agreement dated as of April 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among Communications Sales & Leasing, Inc., CSL Capital, LLC, the other grantors party thereto and Xxxxx Fargo Bank, National Association, as collateral agent and the other parties party thereto, or (bc) any agent or trustee for any other Senior Lenders Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable insert the relevant Second-Priority AgentRepresentative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of, of the First Lien/Second Lien Intercreditor Agreement dated as of May 25April 24, 2012 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankBank of America, N.A., in its capacity as Intercreditor AgentCredit Facility Agent and First-Priority Representative, Momentive Performance Materials Inc.[ ] in its capacity as the Initial Second-Priority Representative, Momentive Performance Materials USACommunications Sales & Leasing, Inc., CSL Capital, LLC and the other parties party thereto. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent First-Priority Representative or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, First-Priority Secured Parties with respect to each Series of First-Priority Obligations enter into any amendment, waiver or consent in respect of or replace any of the Senior First-Priority Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the Intercreditor AgentFirst-Priority Representatives, the Senior LendersFirst-Priority Secured Parties, the Company Parent, CSL Capital or any other Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent Representative or any Second-Priority Secured Party and without any action by any Second-Priority AgentRepresentative, Second-Priority Secured Party, the Company Parent, CSL Capital or any other Grantor; provided, however, that (Ai) such amendment, waiver or consent does not materially adversely affect the rights or duties of any Second-Priority Representative or the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not disproportionately with respect to the Intercreditor Agent First-Priority Representative or the Senior LendersFirst-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar mannermanner (without regard to the fact that the First-Priority Secured Parties have a senior Lien on the Common Collateral), and (Bii) written notice of such amendment, waiver or consent shall have been given to each Second-Priority AgentRepresentative within 10 Business Days after the effectiveness of such amendment, waiver or consent.

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase BankCredit Suisse, N.A.Cayman Islands Branch, as administrative agent and collateral agent (and its permitted successors) ), for the benefit of the lenders referred to below, pursuant to the U.S. [Guarantee and Collateral Agreement Agreement][Foreign Pledge Agreement] dated as of December 4August 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance [Verso Paper Finance Holdings Inc.LLC, Momentive Performance Materials Inc.Verso Paper Holdings, Momentive Performance Materials USALLC, Verso Paper, Inc., JPMorgan Chase Bankthe other “Pledgors” named therein, N.A.Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent agent, the lenders party thereto and the other parties party thereto] [parties to the Foreign Pledge Agreement], or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25August 1, 2012 2006 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse, N.A.Cayman Islands Branch, as Intercreditor Agent, Momentive Performance Materials Inc.Verso Paper Finance Holdings LLC, Momentive Performance Materials USAVerso Paper Holdings, Inc., LLC and the other parties subsidiaries party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent other creditors of the Company or the Senior Lenderssuch Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and manner (B) without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second-Priority Collateral Document). The Intercreditor Agent shall give written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b).

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent First-Priority Collateral Agents and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Unless otherwise agreed to by the First-Priority Collateral Agents, each Second-Priority Agent Representative agrees that each applicable Second-Priority Collateral Document shall include language substantially the same as the following language paragraph (or language to similar effect approved by the Intercreditor AgentFirst-Priority Collateral Agents, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable insert the relevant Second-Priority AgentRepresentative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase BankCredit Suisse AG, N.A., Cayman Islands Branch as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Collateral Agreement dated as of December 4February 2, 2006 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Presidio, Inc., Presidio Networked Solutions, Inc., and Presidio Holdings Inc., Momentive Performance Materials Inc.certain of its subsidiaries and Credit Suisse AG, Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A.Cayman Islands Branch, as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable insert the relevant Second-Priority AgentRepresentative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of, of the First Lien/Second Lien Intercreditor Agreement dated as of May 25, 2012 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, in its capacity as Intercreditor the Credit Agreement Agent, Momentive Performance Materials Credit Suisse AG, Cayman Islands Branch, in its capacity as the Credit Agreement Collateral Agent, [ ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, Presidio, Inc., Momentive Performance Materials USAPresidio Networked Solutions, Inc., and the other parties party theretoPresidio Holdings Inc., certain of its subsidiaries named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of First-Priority Lien Obligations has not occurred, without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] Collateral Agent pursuant to this Agreement are expressly subject to and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successorssuccessors and assigns) pursuant to the U.S. Guarantee and Collateral Agreement dated as of December 4August 20, 2006 2004 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings U.S. Oncology Holdings, Inc., Momentive Performance Materials Inc.the Company, Momentive Performance Materials USA, Inc.the other “Grantors” named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party theretothereto (and any agreement entered into pursuant to a extension, replacement, refinancing or refunding of the First-Priority Lien Obligations secured thereby as permitted under the Secured Notes Indenture) or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to belowAgreement), pursuant toin the case of clause (a) and (b), to the extent provided in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] Collateral Agent and the other Secured Parties hereunder is are subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., and the other parties party thereto. In the event of any conflict or inconsistency between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms provisions of the Intercreditor Agreement shall governcontrol”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, manner and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority AgentAgent promptly after the effectiveness of such amendment.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) ), for the benefit of the lenders referred to below, pursuant to the U.S. [Collateral Agreement Agreement][Foreign Pledge Agreement] dated as of December 4May 31, 2006 2005 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings [Hexion LLC, Hexion Specialty Chemicals, Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc.the other “Borrowers” named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent agent, the lenders party thereto and the other parties party thereto] [parties to the Foreign Pledge Agreement], or (b) any agent or trustee for any other Senior Lenders (as defined in the Second Amended and Restated Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, of the Second Amended and Restated Intercreditor Agreement dated as of May 2531, 2012 2005 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Momentive Performance Materials Inc.Hexion Specialty Chemicals, Momentive Performance Materials USA, Inc., Inc. and the other parties subsidiaries party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent other creditors of the Company or the Senior Lenderssuch Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. [Third Amended and Restated Collateral Agreement Agreement][Foreign Pledge Agreement] dated as of December 4[January 29], 2006 2010 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings [Hexion LLC, Hexion Specialty Chemicals, Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc.the other “Grantors” named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party theretothereto][parties to the Foreign Pledge Agreement], or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25January 29, 2012 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Momentive Performance Materials Inc.Hexion Specialty Chemicals, Momentive Performance Materials USA, Inc., Inc. and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. [Second Amended and Restated Collateral Agreement Agreement][Foreign Pledge Agreement] dated as of December 4November 3, 2006 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings [Hexion LLC, Hexion Specialty Chemicals, Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc.the other “Grantors” named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party theretothereto][parties to the Foreign Pledge Agreement], or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25November 3, 2012 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Momentive Performance Materials Inc.Hexion Specialty Chemicals, Momentive Performance Materials USA, Inc., Inc. and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Claims has not occurred, without the prior written consent of the Intercreditor Agent and the Required LendersCollateral Agent, no Second-Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Second Priority Agent agrees that each applicable Second-Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to of a substantially similar effect approved by the Intercreditor Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Second Priority Agent] Agent for the benefit of the Second Priority Secured Parties pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., U.S. Bank National Association as administrative agent and collateral agent (and its permitted successors) ), for the benefit of the secured parties referred to below, pursuant to the U.S. Senior Collateral Agreement Documents dated as of December 419, 2006 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc.the Company, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A.in favor of U.S. Bank National Association, as administrative agent and collateral agent and for the other benefit of the secured parties party thereto, or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant totherein, and (ii) the exercise of any right or remedy by the [applicable Second-Second Priority Agent] Agent hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25September 19, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Momentive Performance Materials GMX Resources Inc., Momentive Performance Materials USAthe Guarantors from time to time party thereto, Inc.U.S Bank National Association in its capacity as Collateral Agent, and the other parties Second Priority Agents from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Collateral Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Collateral Agent, the Senior LendersSecured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Second Priority Collateral Document without the consent of any Second-Second Priority Agent or any Second-Second Priority Secured Party and without any action by any Second-Second Priority Agent, Second-Agent or any Second Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Second Priority Secured Parties or the interests of the Second-Second Priority Secured Parties in the Second-Second Priority Collateral and not the Intercreditor Agent other creditors of the Company or the Senior Lenderssuch Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and manner (B) without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The Collateral Agent shall give written notice of such amendment, waiver or consent shall have been given to each Second-Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority security interest in favor of the Collateral Agent for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second-Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second-Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Intercreditor AgentDesignated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Second Priority AgentRepresentative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to in favor of the U.S. Collateral Agreement dated as of December 4, 2006 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant toto or in connection with the Credit Agreement, dated as of April 2, 2013, among the Borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [applicable Second-Second Priority AgentRepresentative] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25[ ], 2012 201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Administrative Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., [ ] and the other parties Borrower and its subsidiaries party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor First-Priority Collateral Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Unless otherwise agreed to by the First-Priority Collateral Agent, each Second-Priority Agent Representative agrees that each applicable Second-Priority Collateral Document shall include language substantially the same as the following language paragraph (or language to similar effect approved by the Intercreditor First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable insert the relevant Second-Priority AgentRepresentative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase BankCredit Suisse AG, N.A., Cayman Islands Branch as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Collateral Agreement (First Lien) dated as of December 4August 30, 2006 2019 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USACEC Entertainment, Inc., JPMorgan Chase Bankcertain of its subsidiaries and Credit Suisse AG, N.A.Cayman Islands Branch, as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable insert the relevant Second-Priority AgentRepresentative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of, of the First Lien/Second Lien Intercreditor Agreement dated as of May 25, 2012 [__] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, in its capacity as Intercreditor the Credit Agreement Agent, Momentive Performance Materials Inc.Credit Suisse AG, Momentive Performance Materials USACayman Islands Branch, Inc.in its capacity as the First-Priority Collateral Agent, [__] in its capacity as the Initial Second-Priority Collateral Agent and the other parties party theretoSecond-Priority Collateral Agent, CEC Entertainment, Inc. and its subsidiaries named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor First-Priority Collateral Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior First-Priority Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the Intercreditor First-Priority Collateral Agent, the Senior LendersFirst-Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent Representative or any Second-Priority Secured Party and without any action by any Second-Priority AgentRepresentative, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor First-Priority Collateral Agent or the Senior LendersFirst-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority AgentRepresentative.

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Collateral Agreement dated as of December 4, 2006 Senior Priority Agents (as amended, restated, supplemented defined in the Intercreditor Agreement referred to below) or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 2511, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankCitibank, N.A., as Intercreditor AgentAgent and as administrative agent under the ABL Credit Agreement, Momentive Performance Materials Inc.Credit Suisse AG, Momentive Performance Materials USACayman Islands Branch, Inc.as administrative agent under the Cash Flow Credit Agreement, Wilmington Trust, National Association, as trustee under the 2019 First-Lien Notes Indenture, Wilmington Trust, National Association, as trustee under the 1-1/2 Lien Notes Indenture, Verso Paper Finance Holdings LLC, Verso Paper Holdings, LLC and the other parties subsidiaries party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Senior Credit Agreement or, if there is no Senior Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent other creditors of the Company or the Senior Lenderssuch Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and manner (B) without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second-Priority Collateral Document). The Intercreditor Agent shall give written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b).

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any Senior Debt Document. The Borrower agrees to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second-Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second-Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Intercreditor AgentDesignated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Second Priority AgentRepresentative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to in favor of the U.S. Collateral Agreement dated as of December 4, 2006 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Deutsche Bank Trust Company Americas, as administrative agent, pursuant toto or in connection with the Credit Agreement, dated as of [____], 2012 among Holdings, the Borrower, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [applicable Second-Second Priority AgentRepresentative] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25[ ], 2012 201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as Intercreditor Administrative Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., [ ] and the other parties its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent Applicable First Lien Representative (and its permitted successors) pursuant to the Amended and Restated U.S. Collateral Agreement dated as of December 4November 16, 2006 2012 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent Applicable First Lien Representative and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, the Intercreditor Agreement dated as of May 25November 16, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as Intercreditor Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”” EXECUTION VERSION (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor First-Priority Collateral Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Unless otherwise agreed to by the First-Priority Collateral Agent, each Second-Priority Agent Representative agrees that each applicable Second-Priority Collateral Document shall include language substantially the same as the following language paragraph (or language to similar effect approved by the Intercreditor First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable insert the relevant Second-Priority AgentRepresentative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to granted (a) JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. Second Amended and Restated Collateral Agreement dated as of December 4March 15, 2006 2012 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USAChase Acquisition I, Inc., JPMorgan Chase BankRBS Global, N.A.Inc., Rexnord LLC, certain of their affiliates and Credit Suisse AG, as administrative agent and collateral agent and the other parties party thereto, or (b) any agent or trustee for any other Senior Lenders Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), pursuant to, ) and (ii) the exercise of any right or remedy by the [applicable insert the relevant Second-Priority AgentRepresentative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of, of the First Lien/Second Lien Intercreditor Agreement dated as of May 25, 2012 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A., in its capacity as Intercreditor the Credit Agreement Agent and First-Priority Collateral Agent, Momentive Performance Materials Inc.[ ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, Momentive Performance Materials USAChase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, and the other parties party theretosubsidiaries of RBS Global, Inc. and Rexnord LLC named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor First-Priority Collateral Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior First-Priority Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the Intercreditor First-Priority Collateral Agent, the Senior LendersFirst-Priority Secured Parties, the Company Companies or any other Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent Representative or any Second-Priority Secured Party and without any action by any Second-Priority AgentRepresentative, Second-Priority Secured Party, the Company Companies or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor First-Priority Collateral Agent or the Senior LendersFirst-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority AgentRepresentative.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second-Priority Agent agrees that each applicable Second-Priority Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second-Priority Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) JPMorgan Chase BankThe Bank of New York Mellon Trust Company, N.A., N.A. as administrative agent and collateral agent (and its permitted successors) pursuant to the U.S. First Lien Collateral Agreement dated as of December 4October 24, 2006 2014 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., JPMorgan Chase BankThe Bank of New York Mellon Trust Company, N.A., as administrative agent and collateral agent and the other parties party thereto, (b) JPMorgan Chase Bank, N.A. as collateral agent (and its permitted successors) pursuant to the Collateral Agreement dated as of April 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time), by and among Momentive Performance Materials Inc. and the other parties party thereto or (bc) any agent or trustee for any other Senior Lenders (as defined in the Intercreditor Agreement referred to below), pursuant to, and (ii) the exercise of any right or remedy by the [applicable Second-Priority Agent] hereunder is subject to the limitations and provisions of, of the Intercreditor Agreement dated as of May 25October 24, 2012 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as ABL Credit Agreement Agent and Intercreditor Agent, The Bank of New York Mellon Trust Company, N.A., as First-Lien Notes Agent, The Bank of New York Melon Trust Company, N.A., as Trustee and Collateral Agent and Momentive Performance Materials Inc., Momentive Performance Materials USA, Inc., Inc. and the other parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the Intercreditor Agent or the Senior Lenders under the Credit Agreement or, if there is no Credit Agreement, any other Senior Lenders, enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Intercreditor Agent, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Agent or any Second-Priority Secured Party and without any action by any Second-Priority Agent, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Intercreditor Agent or the Senior Lenders, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Agent.