Common use of Post-Petition Interest Clause in Contracts

Post-Petition Interest. (a) Neither the Notes Agent nor any Note Claimholder shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Notes Agent nor any Note Claimholder shall oppose or seek to challenge challenge: (i) any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on such Collateral; (ii) the payment of such expenses allowed in accordance with Section 6.6(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.6(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Notes Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge challenge: (i) any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Notes Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on such Collateral; (ii) the payment of such expenses allowed in accordance with Section 6.6(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.6(b)(i) solely from Proceeds of Notes Priority Collateral; provided that nothing contained in this Section 6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Notes Agent Term/Note Agents nor any Term/Note Claimholder Holder shall oppose or seek to challenge any claim by the any ABL Agent or any ABL Claimholder Lender for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing of any ABL Claimholder’s claimAgent on behalf of the ABL Lenders on (x) the ABL Priority Collateral, without regard to the existence of the Lien of the Notes Agent Term/Note Agents on behalf of the Term/Note Claimholders Holders on the ABL Priority Collateral and (y) the Term/Note Priority Collateral; provided that nothing contained in this Section 6.6(a) prohibits , after taking into account the Notes Agent Lien of the Term/Note Agents on behalf of the Term/Note Claimholders from seeking adequate protection (to Holders on the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Term/Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan ClaimholderCollateral. (b) Neither the ABL Agent Agents nor any other ABL Claimholder Lender shall oppose or seek to challenge any claim by the Notes any Term/Note Agent or any Term/Note Claimholder Holder for allowance in any Insolvency or Liquidation Proceeding of Term/Note Obligations Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing of any Term/Note Claimholder’s claimAgent on behalf of any Term/Note Holders on (x) the Term/Note Priority Collateral, without regard to the existence of the Lien of the ABL Agent Agents on behalf of the ABL Claimholders Lenders on the Collateral; provided that nothing contained in this Section 6.6(bTerm/Note Priority Collateral and (y) prohibits the ABL Agent Priority Collateral, after taking into account the Lien of the ABL Agents on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in Lenders on the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderCollateral.

Post-Petition Interest. (a) Neither None of the Notes Collateral Agent, any Indenture Claimholder, the Second Priority Agent nor or any Note Second Lien Claimholder shall oppose or seek to challenge any claim by the ABL Super Priority Agent or any ABL Super Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Super Priority Obligations consisting of post-petition interest, fees or expenses to the extent of the value of any Super Priority Claimholder’s Lien, without regard to the existence of the Lien of the Collateral Agent on behalf of the Indenture Claimholders or the Second Priority Agent on behalf of the Second Lien Claimholders on the Collateral. (b) None of the Super Priority Agent, any Super Priority Claimholder, the Second Priority Agent or any Second Lien Claimholder shall oppose or seek to challenge any claim by the Collateral Agent or any Indenture Claimholder for allowance in any Insolvency or Liquidation Proceeding of Indenture Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Collateral Agent on behalf of the Note Indenture Claimholders on the Collateral (after taking into account the Super Priority Collateral; provided that nothing contained in this Section 6.6(a). (c) prohibits the Notes Agent on behalf None of the Note Claimholders from seeking adequate protection (to Super Priority Agent, any Super Priority Claimholder, the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Indenture Claimholder shall oppose or seek to challenge any claim by the Notes Second Priority Agent or any Note Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Second Priority Agent on behalf of the ABL Second Lien Claimholders on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits Collateral (after taking into account the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Super Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is and the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderIndenture Collateral).

Post-Petition Interest. (a) Neither the Notes Collateral Agent nor any Note Claimholder shall oppose or seek to challenge any claim by the ABL Revolving Credit Agent or any ABL Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Revolving Credit Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Revolving Credit Claimholder’s claim, without regard to the existence of the Lien of the Notes Collateral Agent on behalf of the Note Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Collateral Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Primary Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Primary Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Revolving Credit Agent or any ABL Revolving Credit Loan Claimholder. (b) Neither the ABL Revolving Credit Agent nor any other ABL Revolving Credit Claimholder shall oppose or seek to challenge any claim by the Notes Collateral Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Revolving Credit Agent on behalf of the ABL Revolving Credit Claimholders on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits the ABL Revolving Credit Agent on behalf of the ABL Revolving Credit Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Revolving Credit Primary Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Revolving Credit Primary Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Collateral Agent or any Note Claimholder.

Post-Petition Interest. (a) None of the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative, any Term Loan Claimholder or any of the Additional Pari Passu Claimholders shall oppose or seek to challenge any claim by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of Revolving Credit Obligations consisting of Post-Petition Interest, fees or expenses to the extent of (i) the value of the Lien on the Current Asset Collateral securing any Revolving Credit Obligations, without regard to the existence of any Lien of the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative on the Current Asset Collateral and (ii) the value of the Lien on the Fixed Asset Collateral securing any Revolving Credit Obligations, taking into account the existence of any Lien of the Term Loan Collateral Agent or a Additional Pari Passu Debt Representative on the Fixed Asset Collateral. (b) Neither the Notes Revolving Credit Facility Collateral Agent nor any Note other Revolving Credit Claimholder shall oppose or seek to challenge any claim by the ABL Agent Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any ABL Claimholder of the Additional Pari Passu Claimholders for allowance in any Insolvency or Liquidation Proceeding of ABL Term Loan Obligations or of the Additional Pari Passu Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (i) the value of the Lien on the Fixed Asset Collateral securing any ABL Claimholder’s claimTerm Loan Obligations or any Additional Pari Passu Obligations, without regard to the existence of the any Lien of the Notes Revolving Credit Facility Collateral Agent on behalf of the Note Revolving Credit Claimholders on the Collateral; provided that nothing contained in this Section 6.6(aFixed Asset Collateral and (ii) prohibits the Notes value of the Lien on the Current Asset Collateral securing any Term Loan Obligations and any Additional Pari Passu Obligations, taking into account the existence of any Lien of the Revolving Credit Facility Collateral Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Revolving Credit Claimholders on the Current Asset Collateral; provided that nothing contained in this Section 6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Notes Agent nor any Note Notes Claimholder shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Notes Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Notes Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Notes Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Notes Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Notes Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note Notes Claimholder.

Post-Petition Interest. (a) Neither the any Notes Agent nor any Note Notes Claimholder shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the any Notes Agent on behalf of the Note its respective Notes Claimholders on the ABL Priority Collateral; provided that nothing contained in this Section 6.6(a) prohibits . None of the ABL Agent, any ABL Claimholder, the Second-Lien Notes Agent on behalf of and any Second-Lien Notes Claimholder, the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in Third-Lien Notes Agent and any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of postThird-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Lien Notes Claimholder shall oppose or seek to challenge any claim by the First-Lien Notes Agent or any Note First-Lien Notes Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Notes Priority Collateral securing any Note First-Lien Notes Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits with respect to the ABL Priority Collateral or the Notes Priority Collateral and the Second-Lien Agent or Third-Lien Agent on behalf of the ABL their respective Notes Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderPriority Collateral.

Post-Petition Interest. (a) Neither the Notes ABL Agent nor any Note ABL Claimholder shall oppose or seek to challenge any claim by the ABL Term Agent or any ABL Term Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations Term Secured Claims consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of the value of the Lien on the Term Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Term Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Term Priority Collateral; provided that nothing contained in this Section 6.6(b) prohibits Agreement shall limit the right of the ABL Agent or any ABL Claimholder from objecting to the use of any cash payment of such Post-Petition Interest, fees or expenses with proceeds of ABL Priority Collateral, ABL Cash Collateral or ABL DIP Financing. (b) Neither the Term Agent nor any Term Claimholder shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency Proceeding of ABL Secured Claims consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Term Agent on behalf of the ABL Term Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in on the ABL Priority Collateral Collateral; provided that nothing contained in this Agreement shall limit the right of the Term Agent or any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is Term Claimholder from objecting to the source use of any cash payment of postsuch Post-petition interestPetition Interest, fees or expenses payable to the Notes Agent with proceeds of Term Priority Collateral, Term Cash Collateral or any Note ClaimholderTerm DIP Financing.

Post-Petition Interest. (a) Neither the any Notes Agent nor any Note Notes Claimholder shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the any Notes Agent on behalf of the Note its respective Notes Claimholders on the ABL Priority Collateral; provided that nothing contained in this Section 6.6(a) prohibits . None of the ABL Agent, any ABL Claimholder, the First-Lien Notes Agent on behalf of and any First-Lien Claimholder, the Note Claimholders from seeking adequate protection (to Second-Lien Notes Agent and any Second-Lien Notes Claimholder, the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in Third-Lien Notes Agent and any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of postThird-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Lien Notes Claimholder shall oppose or seek to challenge any claim by the Notes Term Loan Agent or any Note Term Loan Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Notes Priority Collateral securing any Note Term Loan Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits with respect to the ABL Priority Collateral or the Notes Priority Collateral and First-Lien Agent, the Second-Lien Agent or Third-Lien Agent on behalf of the ABL their respective Notes Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderPriority Collateral.

Post-Petition Interest. (ai) None of the ABL Collateral Agent or any ABL Secured Party shall oppose or seek to challenge any claim by any Pari Term Debt Collateral Agent or any Pari Term Debt Secured Party for allowance in any Insolvency or Liquidation Proceeding of Pari Term Debt Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Pari Term Debt Secured Party’s Lien on the Pari Term Debt Priority Collateral, without regard to the existence of the Lien of the ABL Collateral Agent on behalf of the ABL Secured Parties on the Pari Term Debt Priority Collateral (so long as the payment thereof is not made from the proceeds of ABL Priority Collateral). (ii) Neither the Notes any Pari Term Debt Collateral Agent nor any Note Claimholder other Pari Term Debt Secured Party shall oppose or seek to challenge any claim by the ABL Collateral Agent or any ABL Claimholder Secured Party, for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Collateral Agent on behalf of the ABL Claimholders Secured Parties on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits Pari Term Debt Priority Collateral (after taking into account the ABL Agent on behalf Lien of the ABL Claimholders from seeking adequate protection (to Pari Term Debt Secured Parties on the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Pari Term Debt Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderCollateral).

Post-Petition Interest. (a) Neither Each of the Notes Agent nor any Note Claimholder Term Loan Agents, on behalf of itself and the other Term Loan Claimholders, agrees that none of them shall oppose or seek to challenge any claim by the ABL any Revolving Credit Agent or any ABL other Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Revolving Credit Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (x) the value of the Lien on Revolving Credit Priority Collateral securing any ABL Claimholder’s claimRevolving Credit Obligations, without regard to the existence of the any Lien of the Notes any Term Loan Agent on behalf of the Note Term Loan Claimholders on the Collateral; provided that nothing contained in this Section 6.6(aRevolving Credit Priority Collateral and (y) prohibits the Notes value of the Lien on Term Loan Priority Collateral securing any Revolving Credit Obligations, taking into account the existence of any Lien of any Term Loan Agent on behalf of the Note Term Loan Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note on any Term Loan Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan ClaimholderCollateral. (b) Neither Each of the ABL Agent nor any Revolving Credit Agents, on behalf of itself and the other ABL Claimholder Revolving Credit Claimholders, agrees that none of them shall oppose or seek to challenge any claim by the Notes any Term Loan Agent or any Note other Term Loan Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Term Loan Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (x) the value of the Lien on Term Loan Priority Collateral securing any Note Claimholder’s claimTerm Loan Obligations, without regard to the existence of the any Lien of the ABL any Revolving Credit Agent on behalf of the ABL Revolving Credit Claimholders on any Term Loan Priority Collateral and (y) the Collateral; provided that nothing contained in this Section 6.6(b) prohibits value of the ABL Lien on any Revolving Credit Priority Collateral securing any Term Loan Obligations, taking into account the existence of any Lien of any Revolving Credit Agent on behalf of the ABL Revolving Credit Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL on any Revolving Credit Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderCollateral.

Post-Petition Interest. (a) Neither the Notes ABL Agent nor any Note ABL Claimholder shall oppose or seek to challenge any claim by the ABL Term Agent or any ABL Term Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations Term Secured Claims consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of the value of the Lien on the Term Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Term Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Term Priority Collateral; provided that nothing contained in this Section 6.6(b) prohibits Agreement shall limit the right of the ABL Agent or any (b) Neither the Term Agent nor any Term Claimholder shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency Proceeding of ABL Secured Claims consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Term Agent on behalf of the ABL Term Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in on the ABL Priority Collateral Collateral; provided that nothing contained in this Agreement shall limit the right of the Term Agent or any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is Term Claimholder from objecting to the source use of any cash payment of postsuch Post-petition interestPetition Interest, fees or expenses payable to the Notes Agent with proceeds of Term Priority Collateral, Term Cash Collateral or any Note ClaimholderTerm DIP Financing.

Post-Petition Interest. (a) Neither the Notes Term Loan Agent nor any Note Claimholder Term Loan Secured Party shall oppose or seek to challenge any claim by the ABL Agent or any ABL Claimholder Secured Party for allowance in any Insolvency Proceeding of ABL Obligations consisting of post-petition interest, fees or Liquidation expenses to the extent of the value of the ABL Agent’s Lien on the ABL Priority Collateral, without regard to the existence of the Liens of the Term Loan Agent on behalf of the applicable Term Loan Secured Parties on the ABL Priority Collateral. Neither the ABL Agent nor any ABL Secured Party shall oppose or seek to challenge any claim by the Term Loan Agent or any Term Loan Secured Party for allowance in any Insolvency Proceeding of Term Loan Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Liens of the Term Loan Agent on behalf of the applicable Term Loan Secured Party on the ABL Priority Collateral (after taking into account the Lien of the ABL Secured Parties on the ABL Priority Collateral). (b) Neither the ABL Agent nor any ABL Secured Party shall oppose or seek to challenge any claim by the Term Loan Agent or any Term Loan Secured Party for allowance in any Insolvency Proceeding of Term Loan Obligations consisting of post-petition interest, fees or expenses to the extent of the value of such Term Loan Agent’s Lien on the Term Loan Priority Collateral, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Secured Parties on the Term Loan Priority Collateral. Neither the Term Loan Agent nor any Term Loan Secured Party shall oppose or seek to challenge any claim by the ABL Agent or any ABL Secured Party for allowance in any Insolvency Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral; provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders Secured Parties on the Collateral; provided that nothing contained in this Section 6.6(b) prohibits Term Loan Priority Collateral (after taking into account the ABL Agent on behalf Lien of the ABL Claimholders from seeking adequate protection (to Term Loan Secured Parties on the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Term Loan Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderCollateral).

Post-Petition Interest. (a) Neither the Notes Term Loan Collateral Agent nor any Note Term Loan Claimholder shall oppose or seek to challenge any claim by the ABL Revolving Credit Facility Collateral Agent or any ABL Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Revolving Credit Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (i) the value of the Lien on the Current Asset Collateral securing any ABL Claimholder’s claimRevolving Credit Obligations, without regard to the existence of the any Lien of the Notes Term Loan Collateral Agent on behalf of the Note Term Loan Claimholders on the Collateral; provided that nothing contained in this Section 6.6(aCurrent Asset Collateral and (ii) prohibits the Notes value of the Lien on the Fixed Asset Collateral securing any Revolving Credit Obligations, taking into account the existence of any Lien of the Term Loan Collateral Agent on behalf of the Note Term Loan Claimholders from seeking adequate protection (to on the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan ClaimholderFixed Asset Collateral. (b) Neither the ABL Revolving Credit Facility Collateral Agent nor any other ABL Revolving Credit Claimholder shall oppose or seek to challenge any claim by the Notes Term Loan Collateral Agent or any Note Term Loan Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Term Loan Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (i) the value of the Lien on the Fixed Asset Collateral securing any Note Claimholder’s claimTerm Loan Obligations, without regard to the existence of the any Lien of the ABL Revolving Credit Facility Collateral Agent on behalf of the ABL Revolving Credit Claimholders on the Collateral; provided that nothing contained in this Section 6.6(bFixed Asset Collateral and (ii) prohibits the ABL value of the Lien on the Current Asset Collateral securing any Term Loan Obligations, taking into account the existence of any Lien of the Revolving Credit Facility Collateral Agent on behalf of the ABL Revolving Credit Claimholders from seeking adequate protection (to on the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition interest, fees or expenses payable to the Notes Agent or any Note ClaimholderCurrent Asset Collateral.

Post-Petition Interest. (a) Neither the Notes Note Agent nor any Note Claimholder shall oppose or seek to challenge challenge:‌ (i) any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Note Agent on behalf of the Note Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.6(a6.5(a) prohibits the Notes Note Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post-post- petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge challenge:‌ (i) any claim by the Notes Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-post- petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the CollateralCollateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.6(b6.5(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-post- petition interest, fees or expenses payable to the Notes Note Agent or any Note Claimholder.