Eighth Amendment Uses in Waiver of Termination Event Clause

Waiver of Termination Event from Amendment to Restructuring Support Agreement

This EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this Eighth Amendment) is made and entered into as of June 21, 2014 by each of Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., and each of their direct and indirect domestic subsidiaries that are party hereto (all of the foregoing, collectively, the Company), the undersigned affiliates of Apollo Global Management, LLC (collectively, the Apollo Entities) and the holders of the Second Lien Notes that are not Apollo Entities that are from time to time party hereto (the Consenting Noteholders and, together with the Apollo Entities, the Plan Support Parties, as appropriate). Each party to this Eighth Amendment may be referred to as a Party and, collectively, as the Parties. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement, dated as of April 13, 2014 (as amended, supplemented or otherwise modified, the Suppo

Waiver of Termination Event. The Plan Support Parties hereby waive any occurrence of the Noteholder Termination Event set forth in Section 2.1(e) of the Support Agreement occurring prior to execution of this Eighth Amendment.