Common use of Recognition of Claims Clause in Contracts

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second Lien Credit Agreement or other Original First Lien Facility Documents or Original Second Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien LendersSecured Parties), the Original Second [ ]i [First/Second]ii Lien Agent (for itself and on behalf of the Original Second [ ]i [First/Second]ii Lien LendersSecured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second [ ]i [First/Second]ii Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 2.01 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second [ ]i [First/Second]ii Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien CreditorsSecured Parties), the Original Second [ ]i [First/Second]ii Lien Agent (for itself and on behalf of the Original Second [ ]i [First/Second]ii Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second [ ]i [First/Second]ii Lien Obligations represented by the Original Second Lien Credit Agreement Obligations10 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second [ ]i [First/Second]ii Lien Credit Agreement Facility or other Original First Lien Facility Documents or Original Second [ ]i [First/Second]ii Lien Facility Documents, Documents,11 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original Original (1) List applicable current Parties, other than any party being replaced in connection herewith. First Lien Agent, the Original Second Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second Lien Credit Agreement or other Original First Lien Facility Documents or Original Second Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Secured Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second Lien Credit Agreement or other Original First Lien Facility Documents Documentation or Original Second Lien Facility DocumentsDocumentation, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the 1 List applicable current Parties, other than any party being replaced in connection herewith. priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second Lien Credit Agreement or other Original First Lien Facility Documents or Original Second Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien LendersTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien CreditorsTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Term Loan Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations15 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Term Loan Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Term Loan Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,16 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original April 2012 First Lien Agent (for itself and on behalf of the Original April 2012 First Lien Lenders), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original April 2012 First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original April 2012 First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original April 2012 First Lien Agent (for itself and on behalf of the Original April 2012 First Lien Creditors), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original April 2012 First Lien Obligations represented by the Original April 2012 First Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [First/Second]2 Lien Obligations represented by the Original Second [ ]1 [First/Second]2 Lien Credit Agreement Agreement23 and (b) agree[s] to refrain from making or asserting any claim that the Original April 2012 First Lien Credit Agreement, the Original Second [ ]1 [First/Second]2 Lien Credit Agreement or other Original April 2012 First Lien Facility Documents Documentation or Original Second [ ]1 [First/Second]2 Lien Facility Documents, Documentation,23 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien ABL Lenders), the Original Second Lien Note Agent (for itself and on behalf of the Original Second Lien LendersNoteholder Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Note Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Note Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Lenders), the Original Second Lien Note Agent (for itself and on behalf of the Original Second Lien CreditorsNoteholder Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Note Obligations6 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Credit Agreement Notes or other Original First Lien Facility ABL Credit Documents or Original Second Lien Facility Documents, Note Documents,7 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Lenders), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [Senior/Junior]2 Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Creditors), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [Senior/Junior]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [Senior/Junior]2 Lien Obligations represented by the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement Agreement20 and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ]1 [Senior/Junior]2 Lien Facility Documents, Documents,20 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second First Lien Term Loan Agent (for itself and on behalf of the Original First Lien Term Loan Secured Parties), the Second Lien LendersTerm Loan Agent (for itself and on behalf of the Second Lien Term Loan Secured Parties) and [each of] the Additional Term Agent[s] (for itself and on behalf of any Additional Creditors Term Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original First Lien Term Loan Agent, the Second Lien Term Loan Agent, or any Additional Term Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original First Lien Term Loan Agent, the Second Lien Term Loan Agent, any Additional Term Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second First Lien Term Loan Agent (for itself and on behalf of the Original First Lien Term Loan Secured Parties), the Second Lien Creditors), Term Loan Agent (for itself and on behalf of the Second Lien Term Loan Secured Parties) and any Additional Term Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Term Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations represented by the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Term Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent (for itself and on behalf of the Joining Additional CreditorsTerm Secured Parties] (a) recognize[s] the existence and validity of the Original ABL Obligations, the existence and validity of the First Lien Term Loan Obligations, the existence and validity of the Second Lien Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Term Obligations](9) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original First Lien Term Loan Credit Agreement, the Second Lien Term Loan Credit Agreement or Agreement, the other Original ABL Documents, First Lien Facility Term Loan Documents or Original Second Lien Term Loan Documents or the Additional Term Credit Facility Documentsor the Additional Term Documents](10), as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.,

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of itself and the Original First Senior Lien Lenders), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of itself and the Original Second [ ]1 [Senior/Junior]2 Lien Lenders) and [each of] the Additional Agent[s] (for itself Agent[s](for and on behalf of itself and any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of itself and the Original First Senior Lien Creditors), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of itself and the Original Second [ ]1 [Senior/Junior]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf itself and of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [Senior/Junior]2 Lien Obligations represented by the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement Agreement19 and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ]1 [Senior/Junior]2 Lien Facility Documents, Documents,19 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations](9) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Credit Facility Documentsor the Additional Documents](10), as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien ABL Lenders), the Original Second Lien Term Agent (for itself and on behalf of the Original Term Creditors), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties), the Second Lien LendersNote Agent (for itself and on behalf of the Second Lien Noteholder Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Term Agent, the First Lien Note Agent, the Second Lien Note Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Term Agent, the First Lien Note Agent, the Second Lien Note Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Lenders), the Original Second Lien Term Agent (for itself and on behalf of the Original Term Creditors), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties), the Second Lien CreditorsNote Agent (for itself and on behalf of the Second Lien Noteholder Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original ABL Obligations, the Term Obligations, the First Lien Note Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Note Obligations8 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Term Credit Agreement, the First Lien Notes, the Second Lien Credit Agreement Notes or other Original ABL Documents, Term Documents, First Lien Facility Note Documents or Original Second Lien Facility Documents, Note Documents,9 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. 6 Revise as appropriate to refer to any Additional Agent being added hereby and any Additional Creditors represented thereby. 7 Revise references throughout as appropriate to refer to the party or parties being added. 8 Add reference to any previously added Additional Obligations as appropriate. 9 Add reference to any previously added Additional Credit Facility and related Additional Documents as appropriate.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien LendersSecured Parties), the Original Second [ ]i [First/Second]ii Lien Agent (for itself and on behalf of the Original Second [ ]i [First/Second]ii Lien LendersSecured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second [ ]i [First/Second]ii Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 2.01 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second [ ]i [First/Second]ii Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien CreditorsSecured Parties), the Original Second [ ]i [First/Second]ii Lien Agent (for itself and on behalf of the Original Second [ ]i [First/Second]ii Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second [ ]i [First/Second]ii Lien Obligations represented by the Original Second Lien Credit Agreement Obligations52 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second [ ]i [First/Second]ii Lien Credit Agreement Facility or other Original First Lien Facility Documents or Original Second [ ]i [First/Second]ii Lien Facility Documents, Documents,53 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of itself and the Original First Senior Lien Lenders), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of itself and the Original Second [ ]1 [Senior/Junior]2 Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of itself and any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of itself and the Original First Senior Lien Creditors), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of itself and the Original Second [ ]1 [Senior/Junior]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [Senior/Junior]2 Lien Obligations represented by the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement Agreement25 and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ]1 [Senior/Junior]2 Lien Facility Documents, Documents,26 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Term Agent (for itself and on behalf of the Original First Lien LendersTerm Secured Parties), the Original Second First Lien Note Agent (for itself and on behalf of the Original Second First Lien LendersNoteholder Secured Parties), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Term Agent, the Original First Lien Note Agent, the Second Lien Note Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Term Agent, the Original First Lien Note Agent, the Second Lien Note Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Term Agent (for itself and on behalf of the Original First Lien Term Creditors), the Original Second First Lien Note Agent (for itself and on behalf of the Original Second First Lien CreditorsNoteholder Secured Parties), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original Term Obligations, the First Lien Note Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Note Obligations8 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Term Credit Agreement, the Original First Lien Notes, the Second Lien Credit Agreement Notes or other Original Term Documents, First Lien Facility Note Documents or Original Second Lien Facility Documents, Note Documents,9 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien LendersTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien CreditorsTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Term Loan Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations40 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Term Loan Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Term Loan Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,41 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien Revolving Credit Agent (for itself and on behalf of the Original First Lien LendersRevolving Creditors), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien LendersTerm Loan Creditors) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien Revolving Credit Agent, the Original Second Lien Term Loan Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Revolving Credit Agent, the Original Second Lien Term Loan Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien Revolving Credit Agent (for itself and on behalf of the Original First Lien Revolving Creditors), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien Term Loan Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Revolving Credit Obligations represented by the Original First Lien Revolving Credit Agreement and the existence and validity of the Original Second Lien Term Loan Obligations represented by the Original Second Lien Term Loan Credit Agreement Agreement(9) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Revolving Credit Agreement, the Original Second Lien Term Loan Credit Agreement or other Original First Lien Facility Revolving Credit Documents or Original Second Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.Term Loan Documents,(10) as

Recognition of Claims. The Original First Lien Note Agent (for itself and on behalf of the Original First Lien LendersNoteholder Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Note Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Note Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Note Agent (for itself and on behalf of the Original First Lien CreditorsNoteholder Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Note Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations(17) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit AgreementNotes, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Note Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,(18) as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original February 2019 First Lien Agent (for itself and on behalf of the Original February 2019 First Lien Lenders), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original February 2019 First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original February 2019 First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original February 2019 First Lien Agent (for itself and on behalf of the Original February 2019 First Lien Creditors), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original February 2019 First Lien Obligations represented by the Original February 2019 First Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [First/Second]2 Lien Obligations represented by the Original Second [ ]1 [First/Second]2 Lien Credit Agreement Agreement23 and (b) agree[s] to refrain from making or asserting any claim that the Original February 2019 First Lien Credit Agreement, the Original Second [ ]1 [First/Second]2 Lien Credit Agreement or other Original February 2019 First Lien Facility Documents Documentation or Original Second [ ]1 [First/Second]2 Lien Facility Documents, Documentation,23 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Lenders), the Original Second [ ](1) [Senior/Junior](2) Lien Agent (for itself and on behalf of the Original Second [ ](1) [Senior/Junior](2) Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ](1) [Senior/Junior](2) Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ](1) [Senior/Junior](2) Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Creditors), the Original Second [ ](1) [Senior/Junior](2) Lien Agent (for itself and on behalf of the Original Second the (1) [Senior/Junior](2) Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ](1) [Senior/Junior] (2) Lien Obligations represented by the Original Second [ ](1) [Senior/Junior](2) Lien Credit Agreement Agreement(20) and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ](1) [Senior/Junior](2) Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ](1) [Senior/Junior](2) Lien Facility Documents, Documents,(20) as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien LendersCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien CreditorsCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Cash Flow Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations10 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Cash Flow Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Cash Flow Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,11 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien [Cash Flow] Agent (for itself and on behalf of the Original Second Lien Lenders[Cash Flow] Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien [Cash Flow] Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien [Cash Flow] Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien [Cash Flow] Agent (for itself and on behalf of the Original Second Lien Creditors[Cash Flow] Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the [Cash Flow] Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations]12 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien [Cash Flow] Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien [Cash Flow] Documents or the Additional Credit Facility Documentsor the Additional Documents]13, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for itself Term Agent[s](for and on behalf of itself and any Additional Creditors Term Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Term Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Term Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Term Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors Term Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations represented by the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Term Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent (for itself and on behalf of itself and the Joining Additional CreditorsTerm Secured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Term Obligations]58 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Term Credit Facility Documentsor the Additional Term Documents]59, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second Lien Agent, any Additional Agent or any Creditor may be entitled 1 List applicable current Parties, other than any party being replaced in connection herewith. or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second Lien Credit Agreement or other Original First Lien Facility Documents or Original Second Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations(15) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility ABL Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,(16) as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second First Lien Term Loan Agent (for itself and on behalf of the Original First Lien Term Loan Secured Parties), the Second Lien LendersTerm Loan Agent (for itself and on behalf of the Second Lien Term Loan Secured Parties) and [each of] the Additional Term Agent[s] (for itself and on behalf of any Additional Creditors Term Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original First Lien Term Loan Agent, the Second Lien Term Loan Agent, or any Additional Term Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original First Lien Term Loan Agent, the Second Lien Term Loan Agent, any Additional Term Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second First Lien Term Loan Agent (for itself and on behalf of the Original First Lien Term Loan Secured Parties), the Second Lien Creditors), Term Loan Agent (for itself and on behalf of the Second Lien Term Loan Secured Parties) and any Additional Term Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Term Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations represented by the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Term Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent (for itself and on behalf of the Joining Additional CreditorsTerm Secured Parties] (a) recognize[s] the existence and validity of the Original ABL Obligations, the existence and validity of the First Lien Term Loan Obligations, the existence and validity of the Second Lien Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Term Obligations](9) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original First Lien Term Loan Credit Agreement, the Second Lien Term Loan Credit Agreement or Agreement, the other Original ABL Documents, First Lien Facility Term Loan Documents or Original Second Lien Term Loan Documents or the Additional Term Credit Facility Documentsor the Additional Term Documents](10), as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.,

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for itself Term Agent[s](for and on behalf of itself and any Additional Creditors Term Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Term Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Term Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Term Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors Term Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations represented by the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Term Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent (for itself and on behalf of itself and the Joining Additional CreditorsTerm Secured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Term Obligations]9 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Term Credit Facility Documentsor the Additional Term Documents]10, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien ABL Lenders), the Original Second Lien Cash Flow Agent (for itself and on behalf of the Original Second Lien Cash Flow Lenders) ), and [each of] 4 Revise as appropriate to refer to any successor ABL Agent. 5 Revise as appropriate to refer to any successor Cash Flow Agent. 6 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors and any Additional Agent. 7 Revise as appropriate to refer to any Additional Agent being added hereby and any Additional Creditors represented thereby. 8 Revise references throughout as appropriate to refer to the party or parties being added. the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Cash Flow Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Inter- creditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Cash Flow Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Lenders), the Original Second Lien Cash Flow Agent (for itself and on behalf of the Original Second Lien CreditorsCash Flow Lenders), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations represented by the Original First Lien ABL Credit Agreement and the existence and validity of the Original Second Lien Cash Flow Obligations represented by the Original Second Lien Cash Flow Credit Agreement Agreement9 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Cash Flow Credit Agreement Agreement, or other Original First Lien Facility ABL Documents or Original Second Lien Facility Documents, Cash Flow Documents,10 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien LendersTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien CreditorsTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Term Loan Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations15 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Term Loan Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Term Loan Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,16 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien LendersCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien CreditorsCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Cash Flow Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations44 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Cash Flow Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Cash Flow Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,45 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations]19 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Credit Facility Documentsor the Additional Documents]20, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien [Joining Additional Agent (for itself and on behalf of the Original First Lien LendersJoining Additional Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree agrees that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including including, without limitation limitation, any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] recognizes the existence and validity of the applicable Original First Lien Obligations represented by the applicable Original First Lien Credit Agreement and the existence and validity of the Original Second applicable [ ]1 [First/Second]2 Lien Obligations represented by the Original Second applicable [ ]1 [First/Second]2 Lien Credit Agreement and (b) agree[s] agrees to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second [ ]1 [First/Second]2 Lien Credit Agreement or other Original First Lien Facility Documents or Original Second [ ]1 [First/Second]2 Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien [Cash Flow] Agent (for itself and on behalf of the Original Second Lien Lenders[Cash Flow] Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien [Cash Flow] Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien [Cash Flow] Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien [Cash Flow] Agent (for itself and on behalf of the Original Second Lien Creditors[Cash Flow] Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the [Cash Flow] Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations]11 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien [Cash Flow] Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien [Cash Flow] Documents or the Additional Credit Facility Documentsor the Additional Documents]12, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for itself and on behalf of itself and any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations]8 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Credit Facility Documentsor the Additional Documents]9, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Lenders), the Original Second [ ](1) [Senior/Junior](2) Lien Agent (for itself and on behalf of the Original Second [ ](1) [Senior/Junior](2) Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ](1) [Senior/Junior](2) Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ](1) [Senior/Junior](2) Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Creditors), the Original Second [ ](1) [Senior/Junior](2) Lien Agent (for itself and on behalf of the Original Second [ ](1) [Senior/Junior](2) Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ](1) [Senior/Junior](2) Lien Obligations represented by the Original Second [ ](1) [Senior/Junior](2) Lien Credit Agreement Agreement(20) and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ](1) [Senior/Junior](2) Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ](1) [Senior/Junior](2) Lien Facility Documents, Documents,(20) as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations40 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility ABL Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,41 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien [Cash Flow] Agent (for itself and on behalf of the Original Second Lien Lenders[Cash Flow] Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien [Cash Flow] Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien [Cash Flow] Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien [Cash Flow] Agent (for itself and on behalf of the Original Second Lien Creditors[Cash Flow] Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the [Cash Flow] Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations]27 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien [Cash Flow] Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien [Cash Flow] Documents or the Additional Credit Facility Documentsor the Additional Documents]28, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [First/Second]2 Lien Obligations represented by the Original Second [ ]1 [First/Second]2 Lien Credit Agreement Agreement27 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second [ ]1 [First/Second]2 Lien Credit Agreement or other Original First Lien Facility Documents Documentation or Original Second [ ]1 [First/Second]2 Lien Facility Documents, Documentation,27 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Term Agent (for itself and on behalf of the Original First Lien LendersTerm Secured Parties), the Original Second First Lien Note Agent (for itself and on behalf of the Original Second First Lien LendersNoteholder Secured Parties), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Term Agent, the Original First Lien Note Agent, the Second Lien Note Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Term Agent, the Original First Lien Note Agent, the Second Lien Note Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Term Agent (for itself and on behalf of the Original First Lien Term Creditors), the Original Second First Lien Note Agent (for itself and on behalf of the Original Second First Lien CreditorsNoteholder Secured Parties), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original Term Obligations, the First Lien Note Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Note Obligations8 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Term Credit Agreement, the Original First Lien Notes, the Second Lien Credit Agreement Notes or other Original Term Documents, First Lien Facility Note Documents or Original Second Lien Facility Documents, Note Documents,9 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Note Collateral Agent (for and on behalf of itself and the Noteholders), the [__]1 Junior Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second [__]1 Junior Lien LendersCreditors) and [each of] the Additional Agent[s] (for itself and on behalf of itself and any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Note Collateral Agent, the Original Second [__]1 Junior Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided __________________________ 2 List applicable current Parties, other than any party being replaced in connection herewith. therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Note Collateral Agent, the Original Second [__]1 Junior Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Note Collateral Agent (for and on behalf of itself and the Note Creditors), the [__]1 Junior Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second [__]1 Junior Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original First Lien Note Obligations represented by the Original First Lien Credit Agreement Indenture and the existence and validity of the Original Second [__]1 Junior Lien Obligations represented by the Original Second [__]1 Junior Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit AgreementIndenture, the Original Second [__]1 Junior Lien Credit Agreement or other Original First Lien Facility Note Documents or Original Second [__]1 Junior Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations]18 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Credit Facility Documentsor the Additional Documents]19, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of itself and the Original First Senior Lien Lenders), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of itself and the Original Second [ ]1 [Senior/Junior]2 Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of itself and any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of itself and the Original First Senior Lien Creditors), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of itself and the Original Second [ ]1 [Senior/Junior]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [Senior/Junior]2 Lien Obligations represented by the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement Agreement22 and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ]1 [Senior/Junior]2 Lien Facility Documents, 22 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien ABL Lenders), the Original Second Lien Term Agent (for itself and on behalf of the Original Term Creditors), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties), the Second Lien LendersNote Agent (for itself and on behalf of the Second Lien Noteholder Secured Parties) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Term Agent, the First Lien Note Agent, the Second Lien Note Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Term Agent, the First Lien Note Agent, the Second Lien Note Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Lenders), the Original Second Lien Term Agent (for itself and on behalf of the Original Term Creditors), the First Lien Note Agent (for itself and on behalf of the First Lien Noteholder Secured Parties), the Second Lien CreditorsNote Agent (for itself and on behalf of the Second Lien Noteholder Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original ABL Obligations, the Term Obligations, the First Lien Note Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Note Obligations8 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Term Credit Agreement, the First Lien Notes, the Second Lien Credit Agreement Notes or other Original ABL Documents, Term Documents, First Lien Facility Note Documents or Original Second Lien Facility Documents, Note Documents,9 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. 6 Revise as appropriate to refer to any Additional Agent being added hereby and any Additional Creditors represented thereby. 7 Revise references throughout as appropriate to refer to the party or parties being added. 8 Add reference to any previously added Additional Obligations as appropriate. 9 Add reference to any previously added Additional Credit Facility and related Additional Documents as appropriate.

Recognition of Claims. The Original July 2012 First Lien Agent (for itself and on behalf of the Original July 2012 First Lien Lenders), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original July 2012 First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original July 2012 First Lien Agent, the Original Second [ ]1 [First/Second]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original July 2012 First Lien Agent (for itself and on behalf of the Original July 2012 First Lien Creditors), the Original Second [ ]1 [First/Second]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [First/Second]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original July 2012 First Lien Obligations represented by the Original July 2012 First Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [First/Second]2 Lien Obligations represented by the Original Second [ ]1 [First/Second]2 Lien Credit Agreement Agreement23 and (b) agree[s] to refrain from making or asserting any claim that the Original July 2012 First Lien Credit Agreement, the Original Second [ ]1 [First/Second]2 Lien Credit Agreement or other Original July 2012 First Lien Facility Documents Documentation or Original Second [ ]1 [First/Second]2 Lien Facility Documents, Documentation,23 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien ABL Lenders), the Original Second Lien Note Collateral Agent (for itself and on behalf of itself and the Original Second Lien LendersNoteholders) and [each of] the Additional Agent[s] (for itself and on behalf of itself and any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Note Collateral Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable ___________________________ 47 List applicable current Parties, other than any party being replaced in connection herewith. bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Note Collateral Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien ABL Creditors), the Original Second Lien Note Collateral Agent (for itself and on behalf of itself and the Original Second Lien Note Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations represented by the Original First Lien ABL Credit Agreement and the existence and validity of the Original Second Lien Note Obligations represented by the Original Second Lien Credit Agreement Indenture and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Credit Agreement Indenture or other Original First Lien ABL Facility Documents or Original Second Lien Facility Note Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Lenders), the Original Second [ ]1 [Senior/Junior]2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [Senior/Junior]2 Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Senior Lien Agent, the Original Second [ ]1 [Senior/Junior]2 Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Senior Lien Agent (for itself and on behalf of the Original First Senior Lien Creditors), the Original Second [ ]1 [Senior/Junior] 2 Lien Agent (for itself and on behalf of the Original Second [ ]1 [Senior/Junior]2 Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Senior Lien Obligations represented by the Original First Senior Lien Credit Agreement and the existence and validity of the Original Second [ ]1 [Senior/Junior]2 Lien Obligations represented by the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement 20 and (b) agree[s] to refrain from making or asserting any claim that the Original First Senior Lien Credit Agreement, the Original Second [ ]1 [Senior/Junior]2 Lien Credit Agreement or other Original First Senior Lien Facility Documents or Original Second [ ]1 [Senior/Junior]2 Lien Facility Documents, Documents,20 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien LendersCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien CreditorsCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Cash Flow Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations75 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Cash Flow Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Cash Flow Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,76 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Agent (for itself and on behalf of the Original First Lien LendersSecured Parties), the Original Second [ ]i [First/Second]ii Lien Agent (for itself and on behalf of the Original Second [ ]i [First/Second]ii Lien LendersSecured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Agent, the Original Second [ ]i [First/Second]ii Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 2.01 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Agent, the Original Second [ ]i [First/Second]ii Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Agent (for itself and on behalf of the Original First Lien CreditorsSecured Parties), the Original Second [ ]i [First/Second]ii Lien Agent (for itself and on behalf of the Original Second [ ]i [First/Second]ii Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original First Lien Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second [ ]i [First/Second]ii Lien Obligations represented by the Original Second Lien Credit Agreement Obligations9 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Credit Agreement, the Original Second [ ]i [First/Second]ii Lien Credit Agreement Facility or other Original First Lien Facility Documents or Original Second [ ]i [First/Second]ii Lien Facility Documents, Documents,10 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. (a) The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for itself Term Agent[s](for and on behalf of itself and any Additional Creditors Term Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Term Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Term Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of itself and the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of itself and the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Term Agent party to the Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors Term Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations represented by the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Term Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent (for itself and on behalf of itself and the Joining Additional CreditorsTerm Secured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Term Obligations]61 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Term Credit Facility Documentsor the Additional Term Documents]62, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First ABL Agent (for and on behalf of itself and the ABL Lenders), the Junior Lien Agent (for itself and on behalf of the Original First Lien Lenders), the Original Second Lien Agent (for itself and on behalf of the Original Second Junior Lien LendersCreditors) and [each of] the Additional Agent[s] (for itself and on behalf of itself and any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien ABL Agent, the Original Second Junior Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Junior Lien Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Junior Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First ABL Agent (for and on behalf of itself and the ABL Creditors), the Junior Lien Agent (for itself and on behalf of the Original First Lien Creditors), the Original Second Lien Agent (for itself and on behalf of the Original Second Junior Lien Creditors), and any Additional Agent party to the Junior Lien Intercreditor Agreement (for itself and on behalf of itself and any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of itself and the Joining Additional Creditors)] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations represented by the Original First Lien ABL Credit Agreement and the existence and validity of the Original Second Junior Lien Obligations represented by the Original Second Junior Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Junior Lien Credit Agreement or other Original First Lien ABL Facility Documents or Original Second Junior Lien Facility Documents, as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien LendersABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien LendersTerm Loan Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Secured Parties represented thereby) hereby agree that the interests of the respective Creditors Secured Parties in the Liens granted to the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the CreditorsSecured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors Secured Parties as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien ABL Agent, the Original Second Lien Term Loan Agent, any Additional Agent or any Creditor Secured Party may be entitled or subject. The Original First Lien ABL Agent (for itself and on behalf of the Original First Lien CreditorsABL Secured Parties), the Original Second Lien Term Loan Agent (for itself and on behalf of the Original Second Lien CreditorsTerm Loan Secured Parties), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional CreditorsSecured Parties] (a) recognize[s] the existence and validity of the Original First Lien ABL Obligations, the existence and validity of the Term Loan Obligations represented by the Original First Lien Credit Agreement [and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Additional Obligations](9) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien ABL Credit Agreement, the Original Second Lien Term Loan Credit Agreement or Agreement, the other Original First Lien Facility ABL Documents or Original Second Lien Term Loan Documents or the Additional Credit Facility Documentsor the Additional Documents](10), as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original April 2012 First Lien Agent (for itself and on behalf of the Original April 2012 First Lien Lenders), the Original March 2018 Second Lien Agent (for itself and on behalf of the Original March 2018 Second Lien Lenders) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original April 2012 First Lien Agent, the Original March 2018 Second Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original April 2012 First Lien Agent, the Original March 2018 Second Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original April 2012 First Lien Agent (for itself and on behalf of the Original April 2012 First Lien Creditors), the Original March 2018 Second Lien Agent (for itself and on behalf of the Original March 2018 Second Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original April 2012 First Lien Obligations represented by the Original April 2012 First Lien Credit Agreement and the existence and validity of the Original March 2018 Second Lien Obligations represented by the Original March 2018 Second Lien Credit Agreement Agreement8 and (b) agree[s] to refrain from making or asserting any claim that the Original April 2012 First Lien Credit Agreement, the Original March 2018 Second Lien Credit Agreement or other Original April 2012 First Lien Facility Documents Documentation or Original March 2018 Second Lien Facility Documents, Documentation,23 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien LendersCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Cash Flow Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Cash Flow Agent (for itself and on behalf of the Original First Lien CreditorsCash Flow Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Cash Flow Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations15 and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Cash Flow Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Cash Flow Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,16 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original April 2012 First Lien Agent (for itself and on behalf of the Original April 2012 First Lien Lenders), the Original Second February 2013 First Lien Agent (for itself and on behalf of the Original Second February 2013 First Lien Lenders) and [each of] the Additional Agent[s] (for itself and on behalf of any Additional Creditors represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original April 2012 First Lien Agent, the Original Second February 2013 First Lien Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original April 2012 First Lien Agent, the Original Second February 2013 First Lien Agent, any Additional Agent or any Creditor may be entitled or subject. The Original April 2012 First Lien Agent (for itself and on behalf of the Original April 2012 First Lien Creditors), the Original Second February 2013 First Lien Agent (for itself and on behalf of the Original Second February 2013 First Lien Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original April 2012 First Lien Obligations represented by the Original April 2012 First Lien Credit Agreement and the existence and validity of the Original Second February 2013 First Lien Obligations represented by the Original Second February 2013 First Lien Credit Agreement and (b) agree[s] to refrain from making or asserting any claim that the Original April 2012 First Lien Credit Agreement, the Original Second February 2013 First Lien Credit Agreement or other Original April 2012 First Lien Facility Documents Documentation or Original Second February 2013 First Lien Facility Documents, Documentation,8 as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.

Recognition of Claims. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien LendersTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien LendersInitial Junior Priority Secured Parties) and [each of] the Additional Agent[s] (for Agent[s](for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated, as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be allocated among the Creditors as provided therein regardless of any claim or defense (including without limitation any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the Original First Lien Term Loan Agent, the Original Second Lien Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The Original First Lien Term Loan Agent (for itself and on behalf of the Original First Lien CreditorsTerm Loan Secured Parties), the Original Second Lien Initial Junior Priority Agent (for itself and on behalf of the Original Second Lien Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of any Additional Creditors Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors] (a) recognize[s] the existence and validity of the Original First Lien Term Loan Obligations represented by the Original First Lien Credit Agreement and the existence and validity of the Original Second Lien Obligations represented by the Original Second Lien Credit Agreement Initial Junior Priority Obligations(15) and (b) agree[s] to refrain from making or asserting any claim that the Original First Lien Term Loan Credit Agreement, the Original Second Lien Initial Junior Priority Credit Agreement Facility or other Original First Lien Facility Term Loan Documents or Original Second Lien Facility Documents, Initial Junior Priority Documents,(16) as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.