Common use of OTHER TERMS OF THE RESTRUCTURING Clause in Contracts

OTHER TERMS OF THE RESTRUCTURING. Definitive Documents The material documents implementing the Restructuring (collectively, the “Definitive Documents”) shall be consistent with this Term Sheet and the Restructuring Support Agreement and otherwise acceptable to the Company, the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders. Executory Contracts and Unexpired Leases In connection with the Plan, the Debtors shall seek to reject, pursuant to, inter alia, section 365 of the Bankruptcy Code, those executory contracts and unexpired leases that may be mutually agreed upon by the Debtors and the Required First Lien Lenders and set forth on a schedule to be included in the Plan Supplement (the “Rejection Schedule”). As of and subject to the occurrence of the Plan Effective Date, all executory contracts and unexpired leases to which the Debtors are party shall be deemed assumed unless such executory contract or unexpired lease (a) was previously assumed or rejected pursuant to a final order of the Bankruptcy Court, (b) is specifically listed on the Rejection Schedule, or (c) is the subject of a separate motion filed by a Debtor, with the reasonable consent of the Required First Lien Lenders, for assumption or rejection under section 365 of the Bankruptcy Code. The Debtors shall use commercially reasonable efforts to provide the Ad Hoc Groups and their advisors with all reasonable information needed to analyze a decision to assume or reject an executory contract or unexpired lease, and the Debtors will not make any such decision without first obtaining the consent of the Required First Lien Lenders. Insurance Policies All insurance policies and contracts for directors’ and officers’ liability maintained by the Debtors, including any directors’ and officers’ “tail policy” (collectively, the “D&O Liability Insurance Policies”) shall be treated as if they were executory contracts that are assumed under the Plan. Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation shall

OTHER TERMS OF THE RESTRUCTURING. Definitive Documents The material documents implementing the Restructuring (collectively, the “Definitive Documents”) shall be consistent with this Term Sheet and the Restructuring Support Agreement and otherwise acceptable to the Company, the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders. Executory Contracts and Unexpired Leases In connection with Except as otherwise provided in this Term Sheet or the PlanRestructuring Support Agreement, the Debtors shall seek to reject, pursuant to, inter alia, section 365 of the Bankruptcy Code, those executory contracts and unexpired leases that may be mutually agreed upon by the Debtors and the Required First Lien Lenders and set forth on a schedule to be included in the Plan Supplement (the “Rejection Schedule”). As of and subject to the occurrence of the Plan Effective Date, assume all executory contracts and unexpired leases other than those to be identified on a schedule of rejected contracts included in the Plan Supplement, which shall be consistent with the Restructuring Support Agreement and this Term Sheet, including as specified in “Employee Matters” and “Indemnification of Prepetition Directors, Officers, Managers, et al.” The schedule of rejected contracts included in the Plan Supplement shall be acceptable to the Debtors are party and reasonably acceptable to the Required Consenting Noteholders. Charter; Bylaws; Corporate Governance Corporate governance for the Reorganized Debtors, including charters, bylaws, a shareholder rights agreement, operating agreements, or other organization or formation documents, as applicable, shall be deemed assumed unless such executory contract or unexpired lease (aconsistent with section 1123(a)(6) was previously assumed or rejected pursuant to a final order of the Bankruptcy Court, (b) is specifically listed on the Rejection Schedule, or (c) is the subject of a separate motion filed by a Debtor, with the reasonable consent of the Required First Lien Lenders, for assumption or rejection under section 365 of the Bankruptcy Code, as applicable. The Debtors Reorganized Hexion Board shall use commercially reasonable efforts to provide consist of seven (7) members, which shall be comprised of Xxxxx Xxxxxxxx, in his capacity as Chief Executive Officer of the Ad Hoc Groups and their advisors with all reasonable information needed to analyze a decision to assume or reject an executory contract or unexpired leaseReorganized Debtors, and six (6) other directors, which shall be selected by a committee consisting of representatives from the Debtors will not make any such decision without first obtaining the consent of the Required First Lien Lenders. Insurance Policies All insurance policies following six (6) institutions: Cyrus Capital Partners, L.P.; Monarch Alternative Capital LP; GoldenTree Asset Management; GSO Capital Partners; Brigade Capital Management; and contracts for directors’ and officers’ liability maintained by the Debtors, including any directors’ and officers’ “tail policy” Davidson Kempner Capital Management LP (collectively, the “D&O Liability Insurance PoliciesBoard Committee”) in consultation with Xxxxx Xxxxxxxx, in his capacity as Chief Executive Officer of the Reorganized Debtors; provided, that, (x) if a holder represented on the Board Committee determines to give up its seat the next largest pro forma holder willing to serve will replace such resigning holder and (y) if any holder represented on the Board Committee sells claims and, after such sale, such holder is not then one of the six (6) largest holders, on a pro forma basis (without giving effect to the Agreed Dilution), the other members of the Board Committee shall determine whether to request such selling member resign from the Board Committee and be replaced by the next largest pro forma holder willing to serve; provided, further, that if the Reorganized Hexion Board is not fully selected by the Effective Date then the Reorganized Board shall select the remaining members in consultation with the Board Committee. Employee Matters Substantially all employees of the Debtors to be retained by the Reorganized Debtors. The Reorganized Debtors shall assume any employment, confidentiality, and non-competition agreements, bonus, gainshare and incentive programs (other than awards of stock options, restricted stock, restricted stock units, and other equity awards), vacation, holiday pay, severance, retirement, supplemental retirement, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, programs and arrangements, and all other wage, compensation, employee expense reimbursement, and other benefit obligations of the Debtors, in each case, so long as current or future liabilities associated with such programs have previously been provided or made available to the First Lien Advisors, the 1.5L Advisors, and the Crossover Advisors; provided, however, that neither the Restructuring nor the transactions contemplated by the Plan will constitute a change of control or other acceleration event for purposes of any of the foregoing. Consenting Sponsor Claim Settlement Subject to and upon the occurrence of the Effective Date, the Consenting Sponsors shall receive the Settlement Note, in full satisfaction, compromise, and discharge of any General Unsecured Claims held by such Consenting Sponsors as of the Effective Date other than any Claims arising under or related to the Debtors’ indemnification provisions or director and officer insurance policies (the “Consenting Sponsor Claim Settlement”). Indemnification of Prepetition Directors, Officers, Managers, et al. The Plan shall provide that, consistent with applicable law all indemnification provisions currently in place (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts or otherwise) for the current and former direct and indirect sponsors, directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall be treated reinstated and remain intact and irrevocable and shall survive effectiveness of the Restructuring. MIP Up to 10% of the fully diluted New Hexion Common Shares issued on the Effective Date shall be issuable in connection with a management incentive plan, the details and allocation of which shall be determined by the Reorganized Hexion Board (including with respect to form, structure and vesting) (the “MIP”) Tax Issues The Debtors and the Consenting Noteholders shall cooperate in good faith to structure the Restructuring and related transactions in a tax-efficient manner; provided that such structure shall be reasonably acceptable to the Debtors and the Required Consenting Noteholders. Company Status Upon Emergence The Debtors and, following the Effective Date, Reorganized Hexion will use best efforts to attempt to obtain a listing of the New Hexion Common Shares on the NYSE or NASDAQ on the Effective Date, or, if such a listing is not reasonably possible, on the OTCQX Premier (if the OTCQX Premier is not possible, the OTCQX, and if the OTCQX is not possible, the OTCQB) and will use best efforts to obtain a NYSE or NASDAQ listing as if they were executory contracts soon as possible following the Effective Date; provided, however, the foregoing covenant shall not apply to the extent (i) the Board of Directors of Hexion Holdings LLC, or Reorganized Hexion (on or after the Effective Date) determines that are assumed such listing is not in the best interests of the Company, (ii) the holders of 73%, on a pro forma basis, of the New Hexion Common Shares (without giving effect to the Agreed Dilution), determine otherwise3 or (iii) such covenant shall cause a potential termination event under the PlanRSA to be reasonably likely to occur. Confirmation of Registration Rights Registration rights (including piggyback registration rights) will be provided to the Plan Equity Backstop Parties to the extent they receive any “restricted” or “control” New Hexion Common Shares (but shall not dischargebe provided with respect to all New Hexion Common Shares such Equity Backstop Parties receive) under the Securities Act, impairon terms (including time periods, or otherwise modify any indemnity obligations assumed by “cut back” provisions, lockup agreements) and conditions determined as set forth in the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation shallEquity Backstop Agreement.

OTHER TERMS OF THE RESTRUCTURING. Definitive Documents Organizational and Governance Matters Corporate governance for Reorganized CRC, including charters, bylaws, operating agreements or other organizational documents, as applicable, shall be consistent with the Governance Term Sheet attached hereto as Annex F, this Term Sheet and section 1123(a)(6) of the Bankruptcy Code and shall satisfy the consent rights set forth in the RSA. Board of Reorganized Company The material documents implementing the Restructuring initial board of directors of Reorganized CRC (collectively, the “Definitive DocumentsNew Board”) shall be consistent with this designated as set forth in the Governance Term Sheet and the Restructuring Support Agreement and otherwise acceptable prior to the CompanyPlan Effective Date and shall be subject to compliance with NYSE listing standards (if applicable) and other applicable laws and rules. The Chief Executive Officer shall be included as a member of the New Board. Employment and Related Agreements, D&O Insurance and Benefit Plans Except as otherwise provided in the Plan (and subject to the consent of the Required Consenting Parties, such consent not to be unreasonably withheld, conditioned or delayed), on and after the Plan Effective Date, Reorganized CRC shall amend, adopt, assume, and/or honor in the ordinary course of business any contracts, agreements, policies, programs, and plans, in accordance with their respective terms, for, among other things, compensation, including any incentive plans, retention plans, health care benefits, disability benefits, deferred compensation benefits, savings, accrued vacation time, severance benefits, retirement benefits, welfare benefits, workers’ compensation insurance, and accidental death and dismemberment insurance for the directors, officers, and employees of the Company who served in such capacity from and after the Petition Date. Any change of control provisions in any assumed agreement shall be waived. All Company indemnification obligations shall be assumed by Reorganized CRC on the Plan Effective Date. Management Incentive Plan Reorganized CRC may adopt and implement, on or after the Plan Effective Date, the Required First Lien Lenders andmanagement incentive plan (the “MIP”), solely with respect which shall be subject to the economic treatment provided on account terms and conditions (including, if applicable, anti-dilution protections) established from time to time in the sole discretion of the Second Lien ClaimsNew Board (as defined herein), reasonably pursuant to which up to 10% of the New Common Stock shall be reserved for grant to the participants pursuant to a MIP acceptable to the Required Second Lien LendersConsenting Parties. XXXX/KERP Consenting Parties shall agree to support, and not object to, XXXX and KERP motions; provided that the terms of such programs shall not substantively differ from the proposal provided to the Ad Hoc Group Advisors and Ares on July 10, 2020. Restructuring Transactions The Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by or necessary to consummate the Plan and the Restructuring. On the Plan Effective Date, Reorganized CRC, as applicable, shall issue all securities, notes, instruments, certificates and other documents required to be issued pursuant to the Restructuring. Executory Contracts and Unexpired Leases In connection with the Plan, the Debtors shall seek The Plan will provide that executory contracts and unexpired leases will be deemed assumed or rejected pursuant to reject, pursuant to, inter alia, section 365 of the Bankruptcy Code, those Code in a manner reasonably acceptable to the Required Consenting Parties.The Company and the Consenting Parties will work together in good faith to determine which executory contracts and unexpired leases that may shall be mutually agreed upon by the Debtors assumed, assumed and the Required First Lien Lenders and set forth on a schedule to be included assigned, or rejected in the Plan Supplement (the “Rejection Schedule”)Chapter 11 Cases. As Subordination The classification and treatment of and subject to the occurrence of the Plan Effective Date, all executory contracts and unexpired leases to which the Debtors are party shall be deemed assumed unless such executory contract or unexpired lease (a) was previously assumed or rejected pursuant to a final order of the Bankruptcy Court, (b) is specifically listed on the Rejection Schedule, or (c) is the subject of a separate motion filed by a Debtor, with the reasonable consent of the Required First Lien Lenders, for assumption or rejection Claims under section 365 of the Bankruptcy Code. The Debtors shall use commercially reasonable efforts to provide the Ad Hoc Groups and their advisors with all reasonable information needed to analyze a decision to assume or reject an executory contract or unexpired lease, and the Debtors will not make any such decision without first obtaining the consent of the Required First Lien Lenders. Insurance Policies All insurance policies and contracts for directors’ and officers’ liability maintained by the Debtors, including any directors’ and officers’ “tail policy” (collectively, the “D&O Liability Insurance Policies”) shall be treated as if they were executory contracts that are assumed under the Plan. Confirmation of the Plan shall not dischargeconform to the respective contractual, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption legal and equitable subordination rights of the D&O Liability Insurance Policiessuch Claims, and each any such indemnity obligation shallrights shall be settled, compromised and released pursuant to the Plan; provided that all distributions under the Plan and pursuant to the Equity Rights Offering to holders of 2016 Term Loan Claims and Second Lien Notes Claims shall not be subject to any turnover or other similar provision under any applicable intercreditor agreement.