Until the Discharge of ABL Priority Claims has occurred, each Term Loan Agent, each on behalf of itself and each applicable Term Loan Lender, (a) will not assert or enforce any claim under, Section 506(c) of the Bankruptcy Code (or any successor provision) senior to or on a parity with the Liens on ABL Facility First Priority Collateral securing the ABL Priority Claims for costs or expenses of preserving or disposing of any ABL Collateral and (b) waives any claim it may now or hereafter have arising out of the election by any ABL Lender of the application of Section 1111(b)(2) of the Bankruptcy Code (or any successor provision) with respect to any ABL Facility First Priority Collateral.  Until the Discharge of Term Priority Claims has occurred, the ABL Agent, on behalf of itself and each ABL Lender, (a) will not assert or enforce any claim under Section 506(c) of the United States Bankruptcy Code senior to or on a parity with the Liens on Term Facility First Priority Collateral securing the Term Loan Priority Claims for costs or expenses of preserving or disposing of any Term Loan Collateral and (b) waives any claim it may now or hereafter have arising out of the election by any Term Loan Lender of the application of Section 1111(b)(2) of the Bankruptcy Code with respect to any Term Facility First Priority Collateral.