Intercreditor Agreement



  
 Exhibit 10.1

 Execution Version 
 INTERCREDITOR AGREEMENT 
 THIS INTERCREDITOR AGREEMENT is dated as of
November 3, 2010, among CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in its capacity as Administrative Agent (as defined below), GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as Fixed Asset Credit Agreement Agent, GENERAL ELECTRIC CAPITAL
CORPORATION, in its capacity as Current Asset Credit Agreement Agent, each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent. 
 A. WHEREAS, Quality Distribution, LLC, a Delaware limited liability company (the “Company”), (i) is party to the Credit Agreement dated as of December 18, 2007 (as amended,
amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Quality Distribution, Inc., a Florida corporation (“Holdings”), the Company, the
lenders party thereto from time to time, Credit Suisse, Cayman Islands Branch, as administrative agent (the “Administrative Agent”), General Electric Capital Corporation, as Collateral Agent (as defined therein), Suntrust Bank, as
syndication agent, Wachovia Bank, National Association, as documentation agent and the other parties thereto, and (ii) may become a party to Other First Priority Lien Obligations Credit Documents; 

B. WHEREAS, the Company (i) is party to the Indenture dated as of November 3, 2010 (as amended, amended and restated, replaced,
refinanced, supplemented or otherwise modified from time to time, the “Second Priority Senior Secured Notes Indenture”), under which the Second Lien Notes were issued, among the Company, as obligor, Holdings, as guarantor, and The
Bank of New York Mellon Trust Company, N.A., as Trustee and (ii) may become a party to Second Priority Documents governing Future Second Lien Indebtedness; and 
 Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
 SECTION 1. Definitions.

 1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. 

“Agreement” shall mean this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to
time in accordance with the terms hereof. 
 “Bankruptcy Law” shall mean Title 11 of the United States Code
(the “Bankruptcy Code”) and any similar Federal, state or foreign law for the relief of debtors. 







  
 “Cash
Collateral” shall mean any Collateral consisting of Money or cash equivalents, any Security Entitlement and any Financial Assets. 
 “Closing Date” shall mean November 3, 2010. 

“Common Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both
Senior Lender Collateral and Second Priority Collateral, including without limitation any assets in which the First Lien Agents are automatically deemed to have a Lien pursuant to the provisions of Section 2.3. 

“Company” shall have the meaning set forth in the recitals, and its successors in such capacity. 

“Comparable Second Priority Collateral Document” shall mean, in relation to any Common Collateral subject to any Lien
created under any Senior Collateral Document, those Second Priority Collateral Documents that create a Lien on the same Common Collateral, granted by the same Grantor. 
 “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto. 
 “Credit Agreement” shall have the meaning set forth in the recitals. 
 “Credit Agreement Lender” shall mean a “Lender” as defined in the Credit Agreement. 
 “Current Asset Credit Agreement Agent” shall mean General Electric Capital Corporation, in its capacity as Current Asset Revolving Facility Collateral Agent (as defined in the Credit
Agreement). 
 “Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement” shall
mean the Intercreditor Agreement, dated as of December 18, 2007, among General Electric Capital Corporation, in its capacity as Current Asset Revolving Facility Collateral Agent (as defined in the Credit Agreement), General Electric Capital
Corporation, in its capacity as Fixed Asset Revolving Facility Collateral Agent (as defined in the Credit Agreement), Holdings, the Company and the Subsidiaries party thereto (as amended, amended and restated, supplemented waived or otherwise
modified from time to time). 
 “DIP Financing” shall have the meaning set forth in Section 6.1.

 “Discharge of Senior Lender Claims” shall mean, except to the extent otherwise provided in Section 5.7
below, payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of (a) all Obligations in respect of all outstanding Senior Lender Claims and, with respect to
letters of credit or letter of credit guaranties outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the Credit Agreement, in each case after or concurrently with the termination of
all commitments to extend credit thereunder and (b) any other Senior 

  
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Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid; provided that the Discharge of Senior Lender Claims shall not
be deemed to have occurred if such payments are made with the proceeds of other Senior Lender Claims that constitute an exchange or replacement for or a refinancing of such Obligations or Senior Lender Claims. In the event the Senior Lender Claims
are modified and the Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code, the Senior Lender Claims shall be deemed to be discharged when the final payment is made, in cash, in respect of such
indebtedness and any obligations pursuant to such new indebtedness shall have been satisfied. 
 “First Lien
Agent” shall mean (a) each Intercreditor Agent and (b) any Other First Priority Lien Obligations Agent. 

“First Priority Designated Agent” shall mean such agent or trustee as is designated “First Priority Designated
Agent” by Senior Lenders holding a majority in principal amount of the Senior Lender Claims then outstanding; it being understood that as of the date of this Agreement and for so long as any Obligations under the Credit Agreement remain
outstanding, the Intercreditor Agents, collectively, shall be so designated First Priority Designated Agent. 
 “Fixed
Asset Credit Agreement Agent” shall mean General Electric Capital Corporation, in its capacity as Fixed Asset Revolving Facility Collateral Agent (as defined in the Credit Agreement). 

“Future Second Lien Indebtedness” shall mean Indebtedness or Obligations (other than Noteholder Claims) of Holdings, the
Company or any of its Subsidiaries that are to be equally and ratably secured with the Noteholder Claims and are so designated as Future Second Lien Indebtedness in accordance with Section 8.22 hereof; provided, however, that such
Future Second Lien Indebtedness is permitted to be so incurred in accordance with any Senior Lender Documents and any Second Priority Documents, as applicable. 
 “Grantors” shall mean the Company, Holdings and each of the Company’s Subsidiaries, in each case, that has executed and delivered a Second Priority Collateral Document or a Senior
Collateral Document. 
 “Holdings” shall have the meaning set forth in the recitals. 

“Indebtedness” shall mean and include all obligations that constitute “Indebtedness” within the meaning of the
Second Priority Senior Secured Notes Indenture, the Credit Agreement, or the Other First Priority Lien Obligations Credit Documents. 
 “Indenture Secured Parties” shall mean the Persons holding Noteholder Claims, including the Trustee. 
 “Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other
voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (c) any
liquidation, dissolution, reorganization or 

  
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winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling
of assets and liabilities of any Grantor. 
 “Intercreditor Agents” shall mean General Electric Capital
Corporation, in its respective capacities as (x) Current Asset Credit Agreement Agent under the Credit Agreement and the other Senior Lender Documents entered into pursuant to the Credit Agreement and (y) Fixed Asset Credit Agreement Agent
under the Credit Agreement and the other Senior Lender Documents entered into pursuant to the Credit Agreement, together with its successors and assigns in such capacities. 
 “Lien” shall mean, with respect to any asset, (a) any mortgage, preferred mortgage, deed of trust, lien, notice of claim of lien, hypothecation, pledge, charge, security interest or
similar encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any
of the foregoing) relating to such asset. 
 “Loan Documents” means the Credit Agreement and the other
“Loan Documents” as defined in the Credit Agreement. 
 “Noteholder Claims” shall mean all
Obligations in respect of the Notes or arising under the Noteholder Documents or any of them, including all fees and expenses of the Trustee thereunder. 
 “Noteholder Collateral” shall mean all of the assets of the Grantors, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Claim.

 “Noteholder Collateral Agreement” shall mean the Collateral Agreement dated as of November 3,
2010, among Holdings, the Company, certain other Grantors and the Trustee in respect of the Second Priority Senior Secured Notes Indenture, as the same may be amended, restated, supplemented or otherwise modified from time to time.

 “Noteholder Collateral Documents” shall mean the Noteholder Collateral Agreement and any other document
or instrument pursuant to which a Lien is granted by any Grantor to secure any Noteholder Claims or under which rights or remedies with respect to any such Lien are governed. 
 “Noteholder Documents” shall mean (a) the Second Priority Senior Secured Notes Indenture, the Notes, the Noteholder Collateral Documents and (b) any other related document or
instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder. 
 “Notes” shall mean (a) the Second Lien Notes and (b) any additional notes issued under the Second Priority Senior Secured Notes Indenture by the Company, to the extent permitted
by the Second Priority Senior Secured Notes Indenture, the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, any other Senior Lender Documents and any Second Priority Document, as applicable. 

  
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“Obligations” shall mean, with respect to any Person, any payment, performance or other obligations of such Person of any
kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed,
undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, the Obligations of any
Grantor under any Senior Lender Document or Second Priority Document include the obligations to pay principal, interest (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, whether or not a
claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, letter of credit commissions (if applicable), charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by
such Grantor to reimburse any amount in respect of any of the foregoing that any Senior Lender or Second Priority Secured Party, in its sole discretion, may elect to pay or advance on behalf of such Grantor. 

“Other First Priority Lien Obligations” means all Obligations owing under any Other First Priority Lien Obligations
Document; provided, however, for the avoidance of doubt, none of the Obligations under the Credit Agreement or any other Loan Document shall constitute Other First Priority Lien Obligations. 

“Other First Priority Lien Obligations Agent” shall mean, with respect to any Other First Priority Lien Obligations
Credit Document, the Person elected, designated or appointed as the administrative agent, trustee, collateral agent or similar representative with respect to such Other First Priority Lien Obligations Credit Document by or on behalf of the holders
of such Other First Priority Lien Obligations, and its respective successors in such capacity. 
 “Other First Priority
Lien Obligations Credit Document” means any (a) instruments, agreements or documents evidencing debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (b) debt securities, indentures and/or other forms of debt financing (including convertible or
exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (c) instruments or agreements evidencing any other indebtedness, in each case in respect of which a First Lien Agent has become a party hereto in accordance with
Section 8.22 hereof. 
 “Other First Priority Lien Obligations Documents” means each Other First Priority
Lien Obligations Credit Document and each Other First Priority Lien Obligations Security Document related thereto. 

“Other First Priority Lien Obligations Security Documents” means any security agreement or any other document now
existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor to secure any Other First Priority Lien Obligations. 

  
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 “Payment
Collateral” shall mean all Accounts, Instruments, Chattel Paper, Letter-Of-Credit Rights, Deposit Accounts, Securities Accounts, and Payment Intangibles, together with all Supporting Obligations, in each case composing a portion of the
Collateral. 
 “Person” shall mean any natural person, corporation, business trust, joint venture, association,
company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 
 “Pledged Collateral” shall mean the Common Collateral in the possession of any First Lien Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon
under the Uniform Commercial Code. 
 “Recovery” shall have the meaning set forth in Section 6.4.

 “Required Lenders” shall mean, with respect to any Senior Lender Documents, those Senior Lenders the
approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent to any departure from such Senior Lender Documents (or would be required to effect such consent under this Agreement if
such consent were treated as an amendment of the Senior Lender Documents). 
 “Second Lien Notes” shall mean
the Company’s Second Priority Senior Secured Notes due 2018, issued pursuant to the Second Priority Senior Secured Notes Indenture and any notes issued by the Company in exchange for, and as contemplated by, the Second Lien Notes and the
related registration rights agreement with substantially identical terms as the Second Lien Notes. 
 “Second Priority
Agents” shall mean (a) the Trustee as agent for the Indenture Secured Parties and (b) the collateral agent for any Future Second Lien Indebtedness. 
 “Second Priority Claims” shall mean the Noteholder Claims and all other Obligations in respect of, or arising under, the Second Priority Documents, including all fees and expenses of the
collateral agent for any Future Second Lien Indebtedness. 
 “Second Priority Collateral” shall mean the
Noteholder Collateral and all of the assets of the Grantors, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Priority Claim. 

“Second Priority Collateral Agreements” shall mean the Noteholder Collateral Agreement and any comparable agreement(s)
with respect to any Future Second Lien Indebtedness. 
 “Second Priority Collateral Documents” shall mean the
Noteholder Collateral Documents and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Second Priority Claims or under which rights or remedies with respect to such Liens are at any time
governed. 
 “Second Priority Designated Agent” shall mean such agent or trustee as is designated “Second
Priority Designated Agent” by Second Priority Secured Parties holding a majority in principal amount of the Second Priority Claims then outstanding; it being understood that as of 

  
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the date of this Agreement and for so long as any Obligations under the Second Priority Senior Secured Notes Indenture remain outstanding, the Trustee shall be so designated Second Priority
Designated Agent. 
 “Second Priority Documents” shall mean the Noteholder Documents and any other document or
instrument evidencing or governing any Future Second Lien Indebtedness. 
 “Second Priority Lien” shall mean
any Lien on any assets of the Company or any other Grantor securing any Second Priority Claims. 
 “Second Priority
Secured Parties” shall mean the Indenture Secured Parties and all other Persons holding any Second Priority Claims, including the collateral agent for any Future Second Lien Indebtedness. 

“Second Priority Senior Secured Notes Indenture” shall have the meaning set forth in the recitals. 

“Secured Hedge Agreements” shall mean each Swap Agreement entered into by a Grantor that (i) is in effect on or
following the Closing Date with a counterparty that is a Credit Agreement Lender or an Affiliate of a Credit Agreement Lender as of the Closing Date or at the time such Swap Agreement is entered into or (ii) is entered into after the Closing
Date with any counterparty that is a Credit Agreement Lender or an Affiliate of a Credit Agreement Lender at the time such Swap Agreement is entered into. 
 “Senior Collateral Agreements” shall mean (i) the Current Asset Revolving Facility Guarantee and Collateral Agreement, dated as of December 18, 2007, among Holdings, the
Company, certain other Grantors, Credit Suisse, Cayman Islands Branch, as administrative agent for the current asset revolving facility lenders under the Credit Agreement, General Electric Capital Corporation, as collateral agent for the secured
parties referred to therein, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time and (ii) the Fixed Asset Revolving Facility Guarantee and Collateral Agreement, dated as of
December 18, 2007, among Holdings, the Company, certain other Grantors, Credit Suisse, Cayman Islands Branch, as administrative agent for the fixed asset revolving facility lenders under the Credit Agreement, General Electric Capital
Corporation, as collateral agent for the secured parties referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time. 
 “Senior Collateral Documents” shall mean the Senior Collateral Agreements, the Other First Priority Lien Obligations Security Documents and any security agreement, mortgage, certificate
of title or other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Senior Lender Claims or under which rights or remedies with respect to such Lien are at any time governed, in each case, as the
same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 
 “Senior
Lender Cash Management Obligations” shall mean, with respect to any Grantor, all Obligations of such Grantor in respect of any Overdraft Line (as defined in the Credit Agreement) owed to a Person that is a Credit Agreement Lender or any
Affiliate of a Credit Agreement Lender as of or following the Closing Date or at the time the Overdraft Line is 

  
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entered into (or any other Person designated by the Company as a provider of the Overdraft Line pursuant to the terms of the Credit Agreement and entitled to the benefits of the Senior Lender
Collateral). 
 “Senior Lender Claims” shall mean (a) any Secured Bank Indebtedness (as defined in the
Second Priority Senior Secured Notes Indenture as in effect on the date hereof), including all Secured Bank Indebtedness arising under the Credit Agreement, the Other First Priority Lien Obligations Credit Documents and any other Senior Lender
Documents and (b) all other Obligations under the agreements governing such Secured Bank Indebtedness, whether or not such Obligations constitute Indebtedness, including, without limitation, (i) Current Asset Obligations (as defined in the
Credit Agreement), (ii) Fixed Asset Obligations (as defined in the Credit Agreement), (iii) Senior Lender Hedging Obligations, (iv) Senior Lender Cash Management Obligations and (v) Obligations under any agreement that is an
exchange or replacement for or an extension, increase or refinancing of any other Senior Lender Claims. Senior Lender Claims shall include all interest and expenses accrued or accruing (or that would, absent the commencement of an Insolvency or
Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant Senior Lender Documents whether or not the claim for such interest or expenses is allowed
or allowable as a claim in such Insolvency or Liquidation Proceeding. 
 “Senior Lender Collateral” shall mean
all of the assets of the Grantors, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Lender Claim. 
 “Senior Lender Documents” shall mean the Loan Documents, the Other First Priority Lien Obligations Credit Documents, the Senior Collateral Documents and each of the other agreements,
documents and instruments (including each agreement, document or instrument providing for or evidencing a Senior Lender Hedging Obligation or Senior Lender Cash Management Obligation) providing for, evidencing or securing any Senior Lender Claim,
including, without limitation, any Obligation under the Credit Agreement and any other related document or instrument executed or delivered pursuant to any such document at any time or otherwise evidencing or securing any Obligation arising under
any such document. 
 “Senior Lender Hedging Obligations” shall mean any Obligations under Secured Hedge
Agreements. 
 “Senior Lenders” shall mean the Persons holding Senior Lender Claims, including the First Lien
Agents. 
 “Subsidiary” shall mean any “Subsidiary” of the Company as defined in the Credit
Agreement. 
 “Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or 

  
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similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, the Company or any of the Subsidiaries
shall be a Swap Agreement. 
 “Trustee” shall mean The Bank of New York Mellon Trust Company, N.A., in its
capacity as trustee under the Second Priority Senior Secured Notes Indenture and as collateral agent under the Noteholder Collateral Documents, and its successors in such capacity. 

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as from time to time in
effect in the State of New York. 
 1.2. Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall
be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with this Agreement,
(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement, (e) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) the term “or” is
not exclusive. All capitalized terms not defined herein or by reference to another agreement shall have the meaning assigned to such term in the UCC. The term “Instrument” shall have the meaning specified in Article 9 of the UCC.

 SECTION 2. Lien Priorities. 
 2.1. Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including
any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second Priority Secured Parties on the Common Collateral or of any Liens granted to any First Lien Agent or Senior Lenders on the Common
Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second Priority Documents or the Senior Lender Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession
of, or has control over, all or any part of the Common Collateral, (iv) the fact that any Liens granted to the Second Priority Secured Parties or any Liens granted to any First Lien Agent or Senior Lenders may be subordinated, voided, avoided,
invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common
Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of any First Lien Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or
otherwise, shall have 

  
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priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second Priority Claims and (b) any Lien on the Common Collateral securing any Second
Priority Claims now or hereafter held by or on behalf of the Trustee or any Second Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be
junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims. All Liens on the Common Collateral securing any Senior Lender Claims shall have priority over and be and remain senior in all respects
and prior to all Liens on the Common Collateral securing any Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other
Grantor or any other Person. 
 2.2. Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on
behalf of each applicable Second Priority Secured Party, and each First Lien Agent, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien Agent, agrees that it shall not (and hereby waives any right to) take any
action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority or enforceability of (a) a
Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second
Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of
any First Lien Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents. 

2.3. No New Liens. So long as the Discharge of Senior Lender Claims has not occurred and subject to Section 6, each Second
Priority Agent agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or
hold any Lien on any assets of the Company or any other Grantor securing any Second Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents. If any Second Priority
Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender
Documents, then such Second Priority Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the First
Lien Agents as security for the Senior Lender Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien (if and to the extent such Second Priority Agent has
actual knowledge of the existence of such Lien) and in any event take such actions (at the Company’s expense) as may be reasonably requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of their
respective designees) as security for the applicable Senior Lender Claims. 

  
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 2.4. Perfection of
Liens. Neither the First Lien Agents nor the Senior Lenders shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second Priority Agents and the Second Priority
Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Lenders and the Second Priority Secured Parties and shall not impose on the First Lien Agents, the Second Priority
Agents, the Second Priority Secured Parties or the Senior Lenders or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor
of any other Person or any order or decree of any court or governmental authority or any applicable law. 
 2.5. Waiver of
Marshalling. Until the Discharge of Senior Lender Claims, each Second Priority Agent, on behalf of itself and all applicable Second Priority Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any
right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Common Collateral or any
other similar rights a junior secured creditor may have under applicable law. 
 SECTION 3. Enforcement. 

3.1. Exercise of Remedies. 
 (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor,
(i) no Second Priority Agent or any Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Common Collateral or any other Lien, collateral or security
in respect of any applicable Second Priority Claims, or exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute any action or proceeding with
respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral or any other Lien, collateral or security by any
First Lien Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by any First Lien Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox
agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second Priority Agent or any Second Priority Secured Party either is a party or may have rights as a third party beneficiary, or
any other exercise by any such party, of any rights and remedies relating to the Common Collateral or any other Lien, collateral or security under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the
forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other Lien, collateral or security in respect of Senior Lender
Claims and (ii) except as otherwise provided herein, each First Lien Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make
determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any 

  
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consultation with or the consent of any Second Priority Agent or any Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or
against the Company or any other Grantor, each Second Priority Agent may file a proof of claim or statement of interest with respect to the applicable Second Priority Claims, (B) each Second Priority Agent may take any action (that is not
adverse to and does not impair the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of any First Lien Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect,
preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral, (C) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second
Priority Agent may file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Priority Agent
or Second Priority Secured Party, so long as such pleadings are not adverse to and do not impair the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of any First Lien Agent or the Senior Lenders to exercise
remedies in respect thereof, (D) each Second Priority Agent may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Company or any other Grantor in any Insolvency or Liquidation
Proceeding and (E) each Second Priority Agent and each Second Priority Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Company or any other Grantor in any manner that is not adverse to and
does not impair the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of any First Lien Agent or the Senior Lenders to exercise remedies in respect thereof; in each case (A) through (E) above to the
extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. In exercising rights and remedies with respect to the Senior Lender Collateral, each First Lien Agent and the Senior
Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the
rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured
lender under the uniform commercial code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. 
 (b) So long as the Discharge of Senior Lender Claims has not occurred, each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that it will not take or
receive any Common Collateral or other collateral or any proceeds of Common Collateral or other collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Common Collateral or other
collateral in respect of the applicable Second Priority Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of
Section 3.1(a), the sole right of the Second Priority Agents and the Second Priority Secured Parties with respect to the Common Collateral or any other collateral is to hold a Lien on the Common Collateral or such other collateral in respect of
the applicable Second Priority Claims pursuant to the Second Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has
occurred. 

  
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 (c) Subject to the
provision clause (ii) of Section 3.1(a) above, (i) each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, agrees that the Second Priority Agent and each such Second Priority Secured
Party will not take any action that would hinder any exercise of remedies undertaken by any First Lien Agent or Senior Lenders with respect to the Common Collateral or any other collateral under the Senior Lender Documents, including any sale,
lease, exchange, transfer or other disposition of the Common Collateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured
Party, hereby waives any and all rights it or any such Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which any First Lien Agent or Senior Lender seeks to enforce or collect the Senior Lender
Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of any First Lien Agent or Senior Lenders is adverse to the interests of the Second Priority Secured Parties.

 (d) Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby
acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second Priority Document shall be deemed to restrict in any way the rights and remedies of any First Lien Agent or Senior Lenders with respect to the
Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents. 
 3.2. Cooperation. Subject to
the proviso in clause (ii) of Section 3.1(a), each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that, unless and until the Discharge of Senior Lender Claims has occurred, it will not
commence, or join with any Person (other than the Senior Lenders and any First Lien Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it
in the Common Collateral or any other collateral under any of the applicable Second Priority Documents or otherwise in respect of the applicable Second Priority Claims relating to the Common Collateral. 

3.3. Actions Upon Breach. If any Second Priority Secured Party, in contravention of the terms of this Agreement, in any way takes,
attempts to or threatens to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), this Agreement shall create an irrebuttable
presumption and admission by such Second Priority Secured Party that relief against such Second Priority Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the
Senior Lenders, it being understood and agreed by each Second Priority Agent on behalf of each applicable Second Priority Secured Party that (i) the Senior Lenders’ damages from its actions may at that time be difficult to ascertain and
may be irreparable, and (ii) each Second Priority Secured Party waives any defense that the Grantors and/or the Senior Lenders cannot demonstrate damage and/or can be made whole by the awarding of damages. 

SECTION 4. Payments. 
 4.1. Revolving Nature of Claims. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, expressly acknowledges and agrees that (i) the
commitments under the Credit Agreement constitute revolving commitments, that in the 

  
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ordinary course of business the First Lien Agents and the Senior Lenders will apply payments and make advances thereunder, and that no application of any Payment Collateral or Cash Collateral or
the release of any Lien by any First Lien Agent, as the case may be, upon any portion of the Common Collateral or other collateral in connection with a permitted disposition under the Credit Agreement shall constitute the exercise of remedies
prohibited under this Agreement; (ii) subject to the limitations set forth herein, the amount of the Senior Lender Claims that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed (and, in
the case of the Current Asset Revolving Facility (as defined in the Credit Agreement), the commitments thereunder may be increased by way of Incremental Revolving Facility Commitments (as defined in the Credit Agreement)); and (iii) all Payment
Collateral or Cash Collateral received by any First Lien Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the Senior Lender Claims, at any time. The Lien priority set forth in this Agreement shall not be
altered or otherwise affected by any amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the Senior Lender Claims or any portion thereof. 

4.2. Application of Proceeds. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured
Party, expressly acknowledges and agrees that, so long as the Discharge of Senior Lender Claims has not occurred, the Common Collateral and any other collateral in respect of the Second Priority Claims or proceeds thereof received in connection with
the sale or other disposition of, or collection on, such Common Collateral or other collateral upon the exercise of remedies as a secured party, shall be applied by the First Lien Agents to the Senior Lender Claims in such order as specified in the
relevant Senior Lender Documents until the Discharge of Senior Lender Claims has occurred. Upon the Discharge of Senior Lender Claims, subject to Section 5.7 hereof, each of the First Lien Agents shall deliver promptly to the Second Priority
Designated Agent any Common Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Priority Designated Agent
ratably to the Second Priority Claims in such order as specified in the Second Priority Documents. 
 4.3. Payments Over.
Any Common Collateral or other collateral in respect of the Second Priority Claims or proceeds thereof received by any Second Priority Agent or any Second Priority Secured Party in connection with the exercise of any right or remedy (including
setoff or recoupment) relating to the Common Collateral or such other collateral prior to the Discharge of Senior Lender Claims shall be segregated and held in trust for the benefit of and forthwith paid over to the First Priority Designated Agent
(and/or its designees) for the benefit of the Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Agents are each hereby individually authorized to
make any such endorsements as agent for any Second Priority Agent or any such Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable. 

  
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 SECTION 5. Other
Agreements. 
 5.1. Releases. 
 (a) If, at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Agent that any specified Common Collateral (including all or substantially all of the
equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is:

 (A) sold, transferred or otherwise disposed of: 
 (i) by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes
Indenture and each other Senior Lender Document and Second Priority Document (if any); or 
 (ii) during the existence of any
Event of Default under (and as defined in) the Credit Agreement or the Other First Priority Lien Obligations Credit Documents in connection with any enforcement action, exercise of rights or remedies or to the extent that the First Lien Agents have
consented to such sale, transfer or disposition; or 
 (B) otherwise released in accordance with and as permitted by the Credit
Agreement and the Other First Priority Lien Obligations Credit Documents (including in connection with any sale, transfer or disposition), 

then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second Priority Secured Parties upon such
Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing Senior Lender Claims are released and discharged. Upon delivery to each Second Priority Agent of a
notice from any First Lien Agent or the Company stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon each Second Priority Agent’s release) (whether in connection
with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), each Second Priority Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such
release on customary terms, at the expense of the Company. 
 (b) Each Second Priority Agent, for itself and on behalf of each
applicable Second Priority Secured Party, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Company, each First Lien Agent and any officer or agent of the Company or such First Lien Agent, with full
power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Second Priority Agent or such holder or in the Company’s or such First Lien Agent’s own name, from time
to time in the Company’s or such First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be
necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. 

  
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 (c) Unless and until
the Discharge of Senior Lender Claims has occurred, each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Common
Collateral or other collateral to the repayment of Senior Lender Claims pursuant to the Senior Lender Documents; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the Second Priority Agents or
the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Claims not otherwise in contravention of this Agreement. 
 5.2. Insurance. Proceeds of Common Collateral include insurance proceeds and, therefore, the Lien priority set forth in this Agreement shall govern the ultimate disposition of casualty insurance
proceeds. Unless and until the Discharge of Senior Lender Claims has occurred, each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby agrees that each First Lien Agent and the Senior Lenders
shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Lender Documents, to adjust settlement for any insurance policy covering the Common Collateral or any other collateral in respect of the Second Priority
Claims in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral or such other collateral. Unless and until the Discharge of Senior Lender Claims has occurred, each
Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby agrees that all proceeds of any such policy and any such award if in respect of the Common Collateral or such other collateral shall be paid
(a) first, prior to the occurrence of the Discharge of Senior Lender Claims, to the First Lien Agents for the benefit of Senior Lenders pursuant to the terms of the Senior Lender Documents, (b) second, after the occurrence of the Discharge
of Senior Lender Claims, to the Second Priority Agents for the benefit of the Second Priority Secured Parties pursuant to the terms of the applicable Second Priority Documents and (c) third, if no Second Priority Claims are outstanding, to the
owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Second Priority Agent or any Second Priority Secured Party shall, at any time, receive any proceeds of
any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the First Lien Agents in accordance with the terms of Section 4.2. 

  
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 5.3. Amendments to
Second Priority Collateral Documents. 
 (a) So long as the Discharge of Senior Lender Claims has not occurred, without the
prior written consent of the First Lien Agents, 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 executed as of the date hereof shall include the
following language (or language to similar effect approved by the First Lien Agents): 
 “Notwithstanding anything herein
to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly junior and subordinate to the liens and security interests
granted to General Electric Capital Corporation, as collateral agent (and its permitted successors), in each case, for the benefit of the secured parties referred to below, pursuant to (x) the Current Asset Revolving Facility Guarantee and
Collateral Agreement dated as of December 18, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Pledgors” referred to therein], in favor of General Electric
Capital Corporation, as collateral agent, in each case, for the benefit of the secured parties referred to therein and (y) the Fixed Asset Revolving Facility Guarantee and Collateral Agreement dated as of December 18, 2007 (as amended,
amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Pledgors” referred to therein], in favor of General Electric Capital Corporation, as collateral agent, in each case, for the
benefit of the secured parties referred to therein, [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or
otherwise modified from time to time)]], 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 November 3,
2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among General Electric Capital Corporation, in its respective capacities as Intercreditor Agent and The Bank of
New York Mellon Trust Company, N.A., as Trustee. 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 First Lien Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace
any Senior Collateral 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 First Lien Agents, 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 or any Second Priority Secured Party; provided, that 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 other creditors of the Company or such Grantor, as
the case may be, that have a security interest in the affected collateral in a like or similar manner (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 Administrative Agent shall give written notice of such amendment, waiver or consent to each 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 Lender 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 interest in favor of the First Lien Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents. 

  
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 5.4. Rights As
Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Agents and the Second Priority Secured Parties may exercise rights and remedies as an unsecured creditor against the Company or any Grantor that
has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Documents and applicable law, in each case to the extent not inconsistent with the provisions of this Agreement. Nothing in this Agreement shall
prohibit the receipt by any Second Priority Agent or any Second Priority Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of (a) the exercise by any Second Priority
Agent or any Second Priority Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims
held by any of them. In the event any Second Priority Agent or any Second Priority Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral or other collateral as a result of its enforcement of its
rights as an unsecured creditor in respect of Second Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Lender Claims on the same basis as the other Liens securing the Second Priority Claims
are so subordinated to such Liens securing Senior Lender Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Agents or the Senior Lenders may have with respect to the
Senior Lender Collateral. 
 5.5. First Lien Agents as Gratuitous Bailees for Perfection. 

(a) Each First Lien Agent agrees to hold the Pledged Collateral that is part of the Common Collateral that is in its possession or
control (or in the possession or control of its agents or bailees) as gratuitous bailee for each Second Priority Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the
Second Priority Collateral Agreements, subject to the terms and conditions of this Section 5.5 (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC).

 (b) In the event that any First Lien Agent (or its agent or bailees) has Lien filings against Intellectual Property (as
defined in the Senior Collateral Agreement) that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, such First Lien Agent agrees to hold such Liens as gratuitous bailee for each Second Priority
Agent and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second Priority Collateral Agreements, subject to the terms and conditions of this Section 5.5. 

(c) Except as otherwise specifically provided herein (including Sections 3.1 and 4.1), until the Discharge of Senior Lender Claims has
occurred, any First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second
Priority Agents and the Second Priority Secured Parties with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement. 

  
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 (d) The First Lien
Agents shall have no obligation whatsoever to any Second Priority Agent or any Second Priority Secured Party to assure that the Pledged Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any
rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Agents under this Section 5.5 shall be limited solely to holding the Pledged Collateral as
gratuitous bailee for each Second Priority Agent for purposes of perfecting the Lien held by the Second Priority Secured Parties. 
 (e) The First Lien Agents shall not have by reason of the Second Priority Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of any Second Priority Agent or
any Second Priority Secured Party and the Second Priority Agents and the Second Priority Secured Parties hereby waive and release the First Lien Agents from all claims and liabilities arising pursuant to the First Lien Agents’ role under this
Section 5.5, as agent and gratuitous bailee with respect to the Common Collateral. 
 (f) Upon the Discharge of Senior
Lender Claims, the relevant First Lien Agent shall deliver to the Second Priority Designated Agent, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and to the extent such Pledged Collateral is in the
possession or control of such First Lien Agent (or its agents or bailees) together with any necessary endorsements (or otherwise allow the Second Priority Designated Agent to obtain control of such Pledged Collateral) or as a court of competent
jurisdiction may otherwise direct. 
 (g) Neither the First Lien Agents nor the Senior Lenders shall be required to marshal any
present or future collateral security for the Company’s or its Subsidiaries’ obligations to the First Lien Agents or the Senior Lenders under the Credit Agreement or the Senior Collateral Documents or any assurance of payment in respect
thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in
addition to all other rights, however existing or arising. 
 5.6. Second Priority Designated Agent as Gratuitous Bailee for
Perfection. 
 (a) Upon the Discharge of Senior Lender Claims, the Second Priority Designated Agent agrees to hold the
Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the other Second Priority Agents and any assignee solely for the purpose of
perfecting the security interest granted in such Pledged Collateral pursuant to the applicable Second Priority Collateral Agreement, subject to the terms and conditions of this Section 5.6. 

(b) In the event that the Second Priority Designated Agent (or its agent or bailees) has Lien filings against Intellectual Property (as
defined in the Senior Collateral Agreement) that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, upon the Discharge of Senior Lender Claims, the Second Priority Designated Agent agrees to
hold such Liens as gratuitous bailee for the other Second Priority Agents and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the applicable Second Priority Collateral Agreement, subject to
the terms and conditions of this Section 5.6. 

  
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 (c) The Second
Priority Designated Agent, in its capacity as gratuitous bailee, shall have no obligation whatsoever to the other Second Priority Agents or the First Lien Agent to assure that the Pledged Collateral is genuine or owned by the Grantors or to protect
or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.6. The duties or responsibilities of the Second Priority Designated Agent under this Section 5.6
upon the Discharge of Senior Lender Claims shall be limited solely to holding the Pledged Collateral as gratuitous bailee for the other Second Priority Agents for purposes of perfecting the Lien held by the applicable Second Priority Secured
Parties. 
 (d) The Second Priority Designated Agent shall not have by reason of the Second Priority Collateral Documents or
this Agreement or any other document a fiduciary relationship in respect of the other Second Priority Agents (or the Second Priority Secured Parties for which such other Second Priority Agents are agents) and the other Second Priority Agents hereby
waive and release the Second Priority Designated Agent from all claims and liabilities arising pursuant to the Second Priority Designated Agent’s role under this Section 5.6, as agent and gratuitous bailee with respect to the Common
Collateral. 
 (e) In the event that the Second Priority Designated Agent shall cease to be so designated the Second Priority
Designated Agent pursuant to the definition of such term, the then Second Priority Designated Agent shall deliver to the successor Second Priority Designated Agent, to the extent that it is legally permitted to do so, the remaining Pledged
Collateral (if any), together with any necessary endorsements (or otherwise allow the successor Second Priority Designated Agent to obtain control of such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct, and such
successor Second Priority Designated Agent shall perform all duties of the Second Priority Designated Agent as set forth herein. 
 5.7. Release Upon Discharge of Senior Lender Claims; No Release If Event of Default; Reinstatement. 
 (a) Except as otherwise provided in clause (b) of this Section 5.7, upon the Discharge of Senior Lender Claims and the concurrent release of the Liens securing Senior Lender Claims, the Liens in
favor of the Second Priority Secured Parties shall automatically be released and discharged. 
 (b) Notwithstanding any other
provisions contained in this Agreement, if an Event of Default (as defined in the Second Priority Senior Secured Notes Indenture or any other Second Priority Document, as applicable) exists on the date of Discharge of Senior Lender Claims, the
Second Priority Liens on the Second Priority Collateral securing the Second Priority Claims relating to such Event of Default will not be released, except to the extent such Second Priority Collateral or any portion thereof was disposed of in order
to repay Senior Lender Claims secured by such Second Priority Collateral, and thereafter the applicable Second Priority Agent will have the right to foreclose upon such Second Priority Collateral (but in such event, the Liens on such Second Priority
Collateral securing the applicable Second Priority Claims will be released when such Event of Default and all other Events of Default under the Second Priority Senior Secured Notes Indenture or any other Second Priority Document, as applicable,
cease to exist). 

  
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 (c) If, at any time
after the Discharge of Senior Lender Claims has occurred, the Company incurs or designates any Senior Lender Claims, then such Discharge of Senior Lender Claims shall automatically be deemed not to have occurred for all purposes of this Agreement
(other than with respect to any actions taken prior to the date of such incurrence or designation as a result of the occurrence of such first Discharge of Senior Lender Claims), and the applicable agreement governing such Senior Lender Claims shall
automatically be treated as the Credit Agreement for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein and the granting by the First Lien Agents of amendments,
waivers and consents hereunder. Upon receipt of notice of such incurrence or designation (including the identity of any new First Lien Agent), each Second Priority Agent shall promptly (i) enter into such documents and agreements (at the
expense of the Company), including amendments or supplements to this Agreement, as such new First Lien Agent shall reasonably request in writing in order to provide the new First Lien Agent the rights of the First Lien Agents contemplated hereby and
(ii) to the extent then held by any Second Priority Agent, deliver to such First Lien Agent the Pledged Collateral that is Common Collateral together with any necessary endorsements (or otherwise allow such First Lien Agent to obtain possession
or control of such Pledged Collateral). 
 SECTION 6. Insolvency or Liquidation Proceedings. 

6.1. Financing Issues. If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any
First Lien Agent shall desire to permit the use of cash collateral or to permit the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any
Bankruptcy Law (“DIP Financing”), then each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that it will raise no objection to, and will not support any objection to, and will not
otherwise contest (a) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by Section 6.3) and, to the extent the Liens securing
the Senior Lender Claims under the Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to such DIP Financing (and all Obligations relating
thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against
foreclosure or enforcement in respect of Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any lawful exercise by any holder of Senior Lender Claims of the right to credit bid Senior Lender Claims at
any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or (e) any
order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims
will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement. 

6.2. Relief from the Automatic Stay. Until the Discharge of Senior Lender Claims has occurred, each Second Priority Agent, on
behalf of itself and each applicable Second 

  
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Priority Secured Party, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral or any
other collateral, or seek to oppose any First Lien Agent or Senior Lender from seeking relief from the automatic stay or any other stay, without the prior written consent of all First Lien Agents and Required Lenders. 

6.3. Adequate Protection. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party,
agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First Lien Agent or Senior Lenders for adequate protection or (b) any objection by any First Lien Agent or Senior Lender to any motion,
relief, action or proceeding based on such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any
subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar
Bankruptcy Law, then each Second Priority Agent, on behalf of itself and any applicable Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is
junior and subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so junior and subordinated to the Liens
securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second Priority Agent, on behalf of itself or any
applicable Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Agent, on behalf of itself or each such Second Priority Secured
Party, agrees that the First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the
Second Priority Claims shall be junior and subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate
protection on the same basis as the other Liens securing the Second Priority Claims are so junior and subordinated to such Liens securing Senior Lender Claims under this Agreement. 

6.4. Avoidance Issues. If any Senior Lender is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or
otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any
amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto the Senior Lender Claims shall be deemed to be reinstated to the extent of such
Recovery and to be outstanding as if such payment had not occurred and the Senior Lenders shall be entitled to a Discharge of Senior Lender Claims with respect to all such recovered amounts and shall have all rights hereunder until such time. If
this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the
parties hereto. 

  
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 6.5.
Application. This Agreement shall be applicable prior to and after the commencement of any Insolvency or Liquidation Proceeding. All references herein to any Grantor shall apply to any trustee for such Person and such Person as debtor in
possession. The relative rights as to the Common Collateral and other collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing
of, or use of cash collateral by, any Grantor. 
 6.6. Waivers. Until the Discharge of Senior Lender Claims has occurred,
each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, (a) will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the
Senior Lender Claims for costs or expenses of preserving or disposing of any Common Collateral or other collateral, and (b) waives any claim it may now or hereafter have arising out of the election by any Senior Lender of the application of
Section 1111(b)(2) of the Bankruptcy Code. 
 6.7. Post-Petition Interest. 

(a) No Second Priority Agent nor any other Second Priority Secured Party shall oppose or seek to challenge any claim by any First Lien
Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses. Regardless of whether any such claim for post-petition interest, fees or expenses is
allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the
First Lien Agents and the Senior Lenders, and is intended to provide the First Lien Agents and the Senior Lenders with the right, to receive, in respect of their Senior Lender Claims, payment of all post-petition interest, fees or expenses through
distributions made pursuant to the provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of the Company or any other Grantor under Section 502(b)(2) or
Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. 

(b) Without limiting the foregoing, it is the intention of the parties hereto that (and to the maximum extent permitted by law the
parties hereto agree that) the Senior Lender Claims (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second Priority Claims (and the security therefor). 

SECTION 7. Reliance; Waivers; etc. 
 7.1. Reliance. The consent by the Senior Lenders to the execution and delivery of the Second Priority Documents to which the Senior Lenders have consented and all loans and other extensions of
credit made or deemed made on and after Closing Date by the Senior Lenders to the Company or any Subsidiary shall be deemed to have been given and made in reliance upon this Agreement. Each Second Priority Agent, on behalf of itself and each
applicable Second Priority Secured Party, acknowledges that it and each applicable Second Priority Secured Party is not entitled to rely on any credit decision or other decisions made by any First Lien Agent or any Senior Lender in taking or not
taking any action under the applicable Second Priority Document or this Agreement. 

  
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 7.2. No Warranties
or Liability. Neither any First Lien Agent nor any Senior Lender has made nor shall have been deemed to have made any express or implied representation or warranty upon which the Second Priority Agent or the Second Priority Secured Parties may
rely or otherwise, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Lender Documents, the ownership of any Common Collateral or the perfection or
priority of any Liens thereon. The Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion,
deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Secured Parties have in the Common Collateral or
otherwise, except as otherwise provided in this Agreement. Neither any First Lien Agent nor any Senior Lender shall have any duty to any Second Priority Agent or any Second Priority Secured Party to act or refrain from acting in a manner that
allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Second Priority Documents), regardless of any knowledge thereof that they may have
or be charged with. Except as expressly set forth in this Agreement, the First Lien Agents, the Senior Lenders, the Second Priority Agents and the Second Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each
other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Second Priority Claims, the Senior Lender Claims or any guarantee
or security which may have been granted to any of them in connection therewith, (b) the Company’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

 7.3. Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Agents and the
Senior Lenders, and the Second Priority Agents and the Second Priority Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of: 
 (a) any lack of validity or enforceability of any Senior Lender Documents or any Second Priority Documents; 
 (b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Lender Claims or Second Priority Claims, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Credit Agreement or any other Senior Lender Document or of the terms of the Second Priority Senior Secured Notes Indenture or any other
Second Priority Document; 
 (c) any exchange of any security interest in any Common Collateral or any other collateral, or any
amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Lender Claims or Second Priority Claims or any guarantee thereof; 

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or 

  
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 (e) any other
circumstances that otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the Senior Lender Claims, or of any Second Priority Agent or any Second Priority Secured Party in respect of this
Agreement. 
 SECTION 8. Miscellaneous. 
 8.1. Conflicts. Subject to Section 8.19, in the event of any conflict between the provisions of this Agreement and the provisions of any Senior Lender Document or any Second Priority Document,
the provisions of this Agreement shall govern. 
 8.2. Continuing Nature of this Agreement; Severability. Subject to
Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is
a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to any Second Priority Agent or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies
to or for the benefit of the Company or any other Grantor constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any
provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. 
 8.3. Amendments; Waivers. Subject to Section 8.22 hereof, no amendment, modification or
waiver of any of the provisions of this Agreement by any Second Priority Agent or any First Lien Agent shall be deemed to be made unless the same shall be in writing signed on behalf of the party making the same or its authorized agent and each
waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other
time. The Company and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent their rights are adversely affected (in which case the Company
shall have the right to consent to or approve any such amendment, modification or waiver). 
 8.4. Information Concerning
Financial Condition of the Company and the Subsidiaries. Neither any First Lien Agent nor any Senior Lender shall have any obligation to any Second Priority Agent or any Second Priority Secured Party to keep the Second Priority Agent
or any Second Priority Secured Party informed of, and the Second Priority Agents and the Second Priority Secured Parties shall not be entitled to rely on the First Lien Agents or the Senior Lenders with respect to, (a) the financial condition
of the Company and the Subsidiaries and all endorsers, pledgors and/or guarantors of the Second Priority Claims or the Senior Lender Claims and (b) all other circumstances bearing upon the risk of nonpayment of the Second Priority Claims or the
Senior Lender Claims. The First Lien Agents, the Senior Lenders, each Second Priority Agent and the Second Priority Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or
any such circumstances or otherwise. In the event that any First Lien Agent, any Senior Lender, any Second Priority Agent or any Second Priority Secured Party, in its or their sole discretion,


  
 25 









 
undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the First Lien Agents, the Senior
Lenders, the Second Priority Agents and the Second Priority Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so
provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable
commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. 

8.5. Subrogation. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby waives
any rights of subrogation it may acquire as a result of any payment hereunder or under any Senior Lender Document until the Discharge of Senior Lender Claims has occurred and hereby agrees that no payment to any First Lien Agent or any Senior Lender
pursuant to the provisions of this Agreement or any Senior Lender Document shall entitle any Second Priority Agent or Second Priority Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of Senior Lender Claims
has occurred. 
 8.6. Application of Payments. Except as otherwise provided herein, all payments received by the Senior
Lenders may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Lender Claims as the First Priority Agents, in their sole discretion, deem appropriate, consistent with the terms of the Senior Lender Documents. Except
as otherwise provided herein, each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, assents to any such extension or postponement of the time of payment of the Senior Lender Claims or any part thereof and
to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the Senior Lender Claims and to the addition or release of any other Person primarily or secondarily
liable therefor. 
 8.7. Consent to Jurisdiction; Waivers. The parties hereto consent to the exclusive jurisdiction of
any state or federal court located in New York County, New York (the “New York Courts”), and consent that all service of process may be made by registered mail directed to such party as provided in Section 8.8 for such party.
Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder in any such court based on forum non conveniens, and any objection to
the venue of any action instituted hereunder in any such court. Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Agreement, or any
course of conduct, course of dealing, verbal or written statement or action of any party hereto in connection with the subject matter hereof. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement in the courts of any jurisdiction, except that each Second Priority Secured Party and each Second Priority Agent agrees that (a) it will not bring any such action or proceeding in any court other than New
York Courts, and (b) in any such action or proceeding brought against any Second Priority Agent or any Grantor or any Second Priority Secured Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any
other affirmative relief, except to the extent that the failure to assert the same will preclude such Second Priority Secured Party from asserting or seeking the same in the New York Courts. 

  
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 8.8. Notices.
All notices to the Second Priority Secured Parties and the Senior Lenders permitted or required under this Agreement may be sent to the Trustee, the First Lien Agents or any Second Priority Agent as provided in the Second Priority Senior Secured
Notes Indenture, the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the other relevant Senior Lender Documents or the other relevant Second Priority Documents, as applicable. Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties
hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. The First Lien Agents hereby
agree to promptly notify each Second Priority Agent upon payment in full in cash of all Obligations under the applicable Senior Lender Documents (except for contingent indemnities and cost and reimbursement obligations to the extent no claim
therefor has been made). 
 8.9. Further Assurances. Each of the Second Priority Agents, on behalf of itself and each
applicable Second Priority Secured Party, and each applicable First Lien Agent, on behalf of itself and each Senior Lender, agrees that each of them shall take such further action and shall execute and deliver to each other First Lien Agent and the
Senior Lenders such additional documents and instruments (in recordable form, if requested) as each other First Lien Agent or the Senior Lenders may reasonably request, at the expense of the Company, to effectuate the terms of and the Lien
priorities contemplated by this Agreement. 
 8.10. Governing Law. This Agreement has been delivered and accepted in and
shall be deemed to have been made in New York, New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of the State of New York. 

8.11. Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Agents, the Senior Lenders, the
Second Priority Agents, the Second Priority Secured Parties and their respective permitted successors and assigns. 
 8.12.
Specific Performance. Each First Lien Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby irrevocably waives any defense based on
the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First Lien Agent. 

8.13. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of
any kind whatsoever and are not a part of this Agreement. 

  
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 8.14.
Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile, each of which shall be an original and all of which shall together constitute one and the same document. 

8.15. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to
the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Agents represent and warrant that this Agreement is binding upon the Senior Lenders. The Trustee represents and warrants that this Agreement is binding
upon the Indenture Secured Parties. 
 8.16. No Third Party Beneficiaries; Successors and Assigns. This Agreement and the
rights and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of, and be binding upon, the holders of Senior Lender Claims
and Second Priority Claims. No other Person shall have or be entitled to assert rights or benefits hereunder. Notwithstanding the foregoing, the Company is an intended beneficiary and third party beneficiary hereof with the right and power to
enforce with respect to Sections 5.1, 5.3, 5.7, 8.3 (solely with respect to the final sentence thereof), 8.16 and 8.22 hereof and as otherwise provided herein. 
 8.17. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any
Insolvency or Liquidation Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case
may be) in any Insolvency or Liquidation Proceeding. 
 8.18. First Lien Agents and Second Priority Agents. It is
understood and agreed that (a) Credit Suisse, Cayman Islands Branch (i) is entering into this Agreement in its capacity as Administrative Agent under the Credit Agreement and not in its individual capacity, (ii) the provisions of the
Credit Agreement affording rights, privileges, protections, immunities and indemnities to Credit Suisse, Cayman Islands Branch as Administrative Agent thereunder, including, without limitation, the provisions of Article VIII of the Credit Agreement
applicable to Credit Suisse, Cayman Islands Branch as Administrative Agent thereunder shall also apply to Credit Suisse, Cayman Islands Branch as Administrative Agent hereunder (including in its capacity as Administrative Agent hereunder) and
(iii) in no event shall Credit Suisse, Cayman Islands Branch incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be
those of the Administrative Agent or any Senior Lender hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party, (b) General Electric Capital Corporation
(i) is entering into this Agreement in its capacity as Collateral Agent under and as defined in the Credit Agreement and not in its individual capacity, (ii) the provisions of the Credit Agreement affording rights, privileges, protections,
immunities and indemnities to General Electric Capital Corporation as Collateral Agent thereunder, including, without limitation, the provisions of Article VIII of the Credit Agreement applicable to General Electric Capital Corporation as Collateral
Agent threunder shall also apply to General Electric Capital Corporation as Collateral Agent hereunder (including in its respective capacities as Intercreditor Agent hereunder) and (iii) in no event shall General Electric Capital


  
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Corporation incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be
those of the Collateral Agent, Intercreditor Agents or any Senior Lender hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party, and (c) The Bank of New York
Mellon Trust Company, N.A. (i) is entering into this Agreement in its capacity as Trustee and not in its individual capacity, (ii) the provisions of the Second Priority Senior Secured Notes Indenture affording rights, privileges,
protections, immunities and indemnities to the Trustee thereunder, including, without limitation, the provisions of Article VII thereof, shall also apply to the Trustee hereunder (including in its capacity as Second Priority Agent hereunder) and
(iii) in no event shall The Bank of New York Mellon Trust Company, N.A incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations
stated to be those of the Second Priority Agent or any Second Priority Secured Party hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party. 

8.19. Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by
Section 5.3(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured
Notes Indenture or any other Senior Lender Documents or Second Priority Documents entered into in connection with the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture or
any other Senior Lender Document or Second Priority Document or permit Holdings, the Company or any Subsidiary to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default
under, the Credit Agreement or any other Senior Lender Documents entered into in connection with the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture or any other Second
Priority Documents, (b) change the relative priorities of the Senior Lender Claims or the Liens granted under the Senior Lender Documents on the Common Collateral (or any other assets) as among the Senior Lenders, it being expressly
acknowledged and agreed that such priorities are subject to the terms and provisions of the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement, (c) otherwise change the relative rights of the Senior Lenders
in respect of the Common Collateral as among such Senior Lenders, it being expressly acknowledged and agreed that such rights are subject to the terms and provisions of the Current Asset Revolving Facility/Fixed Asset Revolving Facility
Intercreditor Agreement or (d) obligate Holdings, the Company or any Subsidiary to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Credit Agreement, the Other First Priority Lien
Obligations Credit Documents or any other Senior Lender Document entered into in connection with the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture or any other Second
Priority Documents. 
 8.20. References. Notwithstanding anything to the contrary in this Agreement, any references
contained herein to any Section, clause, paragraph, definition or other provision of the Second Priority Senior Secured Notes Indenture (including any definition contained therein) shall be deemed to be a reference to such Section, clause,
paragraph, definition or other 

  
 29 









 
provision as in effect on the date of this Agreement; provided that any reference to any such Section, clause, paragraph or other provision shall refer to such Section, clause, paragraph or other
provision of the Second Priority Senior Secured Notes Indenture, as applicable (including any definition contained therein), as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the
Second Priority Senior Secured Notes Indenture, and (2) approved in writing by, or on behalf of, the requisite Senior Lenders as are needed under the terms of the Credit Agreement and the Other First Priority Lien Obligations Credit Documents,
to approve such amendment or modification. 
 8.21. [Reserved] 

8.22. Joinder Requirements. The Company and/or any First Lien Agent and/or any Second Priority Agent, without the consent of any
other First Lien Agent or Second Priority Agent, any Senior Lender or any Second Priority Secured Party, may designate additional obligations as Other First Priority Lien Obligations or Future Second Lien Indebtedness if the incurrence of such
obligations is permitted under each of the Credit Agreement, each Other First Priority Lien Obligations Credit Document, the Second Priority Senior Secured Notes Indenture, all other relevant Senior Lender Documents and Second Priority Documents and
this Agreement. If so permitted, as a condition precedent to the effectiveness of such designation, the applicable Other First Priority Lien Obligations Agent or the administrative agent or trustee and collateral agent for such Future Second Lien
Indebtedness shall execute and deliver to each First Lien Agent and Second Priority Agent, a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Intercreditor Agents. Notwithstanding anything to the contrary set
forth in this Section 8.22 or in Section 8.3 hereof, any First Lien Agent and/or any Second Priority Agent may, and, at the request of the Company, shall, in each case, without the consent of any other First Lien Agent or Second Priority
Agent, any Senior Lender or any Second Priority Secured Party, enter into a supplemental agreement (which may take the form of an amendment, an amendment and restatement or a supplement of this Agreement) to facilitate the designation of such
additional obligations as Other First Priority Lien Obligations or Future Second Lien Indebtedness. Any such amendment may, among other things, (i) add other parties holding Future Second Lien Indebtedness (or any agent or trustee therefor) to
the extent such Indebtedness is not prohibited by the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture or any other Second Priority Document governing Future Second Lien
Indebtedness, (ii) add other parties holding Obligations arising under the Other First Priority Lien Obligations Credit Documents (or any agent or trustee thereof) to the extent such Obligations are not prohibited by the Credit Agreement, the
Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture or any other Second Priority Document governing Future Second Lien Indebtedness, (iii) in the case of Future Second Lien Indebtedness,
(a) establish that the Lien on the Common Collateral securing such Future Second Lien Indebtedness shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and shall share in the
benefits of the Common Collateral equally and ratably with all Liens on the Common Collateral securing any other Second Priority Claims, and (b) provide to the holders of such Future Second Lien Indebtedness (or any agent or trustee thereof)
the comparable rights and benefits (including any improved rights and benefits that have been consented to by the First Lien Agents) as are provided to the holders of Second Priority Claims under the foregoing Agreement prior to the incurrence of
such Future Second Lien Indebtedness, 

  
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and (iv) in the case of Obligations arising under Other First Priority Lien Obligations Credit Documents, (a) establish that the Lien on the Common Collateral securing such Obligations
shall be superior and prior in all respects to all Liens on the Common Collateral securing any Second Priority Claims and any Future Second Lien Indebtedness and shall share in the benefits of the Common Collateral equally and ratably with all Liens
on the Common Collateral securing any other Senior Lender Claims, and (b) provide to the holders of such Obligations arising under the Other First Priority Lien Obligations Credit Documents (or any agent or trustee thereof) the comparable
rights and benefits as are provided to the holders of Senior Lender Claims under the foregoing Agreement prior to the incurrence of such Obligations. Any such additional party, each First Lien Agent and each Second Priority Agent shall be entitled
to rely on the determination of officers of the Company that such modifications do not violate the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture or any other Second
Priority Document governing Future Second Lien Indebtedness if such determination is set forth in an officers’ certificate delivered to such party, the First Lien Agents and each Second Priority Agent; provided, however, that such determination
will not affect whether or not the Company has complied with its undertakings in the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Senior Collateral Documents, the Second Priority Senior Secured Notes Indenture,
any other Second Priority Document governing Future Second Lien Indebtedness or the Second Priority Collateral Documents. 

8.23. Intercreditor Agreements.  
 (a) Each party hereto agrees that the Senior Lenders (as among themselves) have heretofore entered into the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement the
terms of which govern the relative rights and priorities of the Senior Lender Claims owing to the Senior Lenders (as among themselves) and the provisions of Section 8.23(b) shall not in any way limit the validity or applicability of the Current
Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement or prohibit same. In light of the agreements set forth in the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement and in each Senior
Collateral Agreement, and the Liens granted pursuant thereto, each party hereto acknowledges and agrees that (i) the Second Priority Liens on any Common Collateral constituting “Current Asset Revolving Facility Priority Collateral”
(as defined in the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement) are junior and subordinate to both (x) the Liens on assets of the Company or any other Grantor securing any Current Asset RF Priority
Claims (as defined in the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement) and (y) any Lien on assets of the Company or any other Grantor securing any Fixed Asset RF Priority Claims and (ii) the
Second Priority Liens on any Common Collateral constituting “Fixed Asset Revolving Facility Priority Collateral” (as defined in the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement) are junior and
subordinate to both (x) the Liens on assets of the Company or any other Grantor securing any Fixed Asset RF Priority Claims (as defined in the Current Asset Revolving Facility/Fixed Asset Revolving Facility Intercreditor Agreement) and
(y) any Lien on assets of the Company or any other Grantor securing any Current Asset RF Priority Claims. 

  
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 (b) Each party hereto
agrees that the Senior Lenders (as among themselves) and the Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Agent or Second Priority Agent
governing the rights, benefits and privileges as among the Senior Lenders or the Second Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Senior Collateral Documents or Second Priority
Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as (A) the terms
thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, (B) in the case of any such intercreditor agreement (or similar
arrangement) affecting any Senior Lenders, the First Lien Agent acting on behalf of such Senior Lenders agrees in its sole discretion to enter into any such intercreditor agreement (or similar arrangement) and (C) in the case of any such
intercreditor agreement (or similar arrangement) affecting the Senior Lenders holding Senior Lender Claims under the Credit Agreement, such intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the Required
Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). Notwithstanding the preceding clauses (B) and (C), to the extent that the applicable First Lien Agent is not
authorized by the Required Lenders to enter into any such intercreditor agreement (or similar arrangement ) or does not agree to enter into such intercreditor agreement (or similar arrangement ), such intercreditor agreement (or similar arrangement
) shall not be binding upon the applicable First Lien Agent but, subject to the immediately succeeding sentence, may still bind the other parties party thereto. In any event, if a respective intercreditor agreement (or similar arrangement) exists,
the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other Senior Collateral Document or Second Priority Collateral Document, and the provisions of this Agreement and the
other Senior Collateral Documents and Second Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time
in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). 

[Remainder of page intentionally left blank] 

  
 32 









  
 IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above. 
  

			
	 GENERAL ELECTRIC CAPITAL
 CORPORATION, in its capacity as Current Asset
 Credit Agreement Agent,

as Intercreditor Agent

		
	 By:
	 	             /s/ Jun
Young

		 	 Name: Jun Young

		 	 Title: Duly Authorized Signatory

	
	Address: 401 Merritt Seven, Norwalk, CT 06851
	Attention: Jun Young
	Telecopier: (203) 567-8443









  
 
			
	 GENERAL ELECTRIC CAPITAL
 CORPORATION, in its capacity as Fixed Asset Credit Agreement Agent,
 as Intercreditor
Agent

		
	By:	 	             /s/ Jun
Young

		 	Name: Jun Young
		 	Title: Duly Authorized Signatory
	
	Address: 401 Merritt Seven, Norwalk, CT 06851
	Attention: Jun Young
	Telecopier: (203) 567-8443









  
 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Trustee, as Second Priority Agent
		
	By:	 	             /s/ Craig A.
Kaye

		 	Name: Craig A. Kaye
		 	Title: Vice President



 

			
	Address:	 	 The Bank of New York Mellon Trust Company, N.A.
 10161 Centurion Parkway
 Jacksonville, FL 32256

	Attention:	 	Corporate Trust Administration
	Telecopier:	 	(904) 645-1921


  

			
	ACKNOWLEDGED AND AGREED:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as Administrative Agent

		
	By:	 	             /s/ Ari
Bruger

		 	Name: Ari Bruger
		 	Title: Vice President



 

			
	Address:	 	
	Attention:	 	
	Telecopier:	 	









  
 Acknowledgement of
Intercreditor Agreement 
 Each of the Company, Holdings and each Grantor has read the foregoing Agreement and consents
thereto. Each of the Company, Holdings and each Grantor agrees not to take any action that would be contrary to the provisions of the foregoing Agreement and agrees that, except as otherwise provided therein, including with respect to those
provisions of which the Company is an intended third party beneficiary, no Second Priority Agent, First Lien Agent, Senior Lender or Second Priority Secured Party shall have any liability to the Company, Holdings or any Grantor for acting in
accordance with the provisions of the foregoing Agreement and the Credit Agreement, the Second Priority Senior Secured Notes Indenture and other collateral, security and credit documents referred to therein. Each of the Company, Holdings and each
Grantor understands that it is not an intended beneficiary or third party beneficiary of the foregoing Agreement except that it is an intended beneficiary and third party beneficiary thereof with the right and power to enforce with respect to
Sections 5.1, 5.3, 5.7, 8.3 (solely with respect to the final sentence thereof), 8.16 and 8.22 thereof and as otherwise provided therein. Each of the Company, Holdings and each Grantor agrees to be bound by Section 8.22 of the foregoing
Agreement. 
 Notwithstanding anything to the contrary in the foregoing Agreement or provided herein, each of the undersigned
and each party to the foregoing Agreement agree, on behalf of itself and in its capacity as agent under the foregoing Agreement, that (i) Holdings, the Company and the other Grantors shall not have any right to consent to or approve any
amendment, modification or waiver of any provision of the foregoing Agreement except to the extent their rights are adversely affected (in which case the Company shall have the right to consent to or approve any such amendment, modification or
waiver) and (ii) upon the Company’s request in connection with a designation of additional obligations as Other First Priority Lien Obligations or Future Second Lien Indebtedness, any First Lien Agent and/or any Second Priority Agent shall
enter into such supplemental agreements (which may each take the form of an amendment, an amendment and restatement or a supplement of the foregoing Agreement) to facilitate the designation of such additional obligations as contemplated by
Section 8.22 of the foregoing Agreement as the Company may request. 
 Without limitation of the foregoing, the undersigned
agree, at the Company’s expense, to take such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as any of the Company, the Intercreditor Agents, the Trustee or any other First
Lien Agent or Second Priority Agent may reasonably request to effectuate the terms of the foregoing Agreement. 
 For the
purposes hereof, the address of the Company shall be as set forth in the Credit Agreement. 
 [Remainder of page intentionally
left blank] 







  
 
			
	Quality Distribution, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Quality Distribution, LLC
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	QD Capital Corporation
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Boasso America Corporation
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Chemical Leaman Corp.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Enviropower, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer









  
 
			
	Quala Systems, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Power Purchasing, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	American Transinsurance Group, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Mexico Investments, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	M T L of Nevada
		
	By:	 	           /s/ James Rakitsky

	Name: James Rakitsky
	Title: President and Secretary









  
 
			
	QD Risk Services, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer
	
	Quality Carriers, Inc.
		
	By:	 	       /s/ Gary R. Enzor

	Name: Gary R. Enzor
	Title: Chief Executive Officer









  
 Acknowledged and Agreed:

 General Electric Capital Corporation, in its capacity as Fixed Asset Credit Agreement Agent, as Intercreditor Agent 

 

			
	By:	 	           /s/ Jun Young

	Name: Jun Young
	Title: Duly Authorized Signatory

 General
Electric Capital Corporation, in its capacity as Current Asset Credit Agreement Agent, as Intercreditor Agent 
  

			
	By:	 	           /s/ Jun Young

	Name: Jun Young
	Title: Duly Authorized Signatory

 The Bank of
New York Mellon Trust Company, N.A., in its capacity as Trustee, as Second Priority Agent 
  

			
	 By:
	 	       /s/ Craig A. Kaye

	Name: Craig A. Kaye
	Title: Vice President

 Credit Suisse AG,
Cayman Islands Branch, 
 as Administrative Agent 
  

			
	By:	 	       /s/ Ari Bruger

	Name: Ari Bruger
	Title: Vice President