Common use of Post-Petition Interest Clause in Contracts

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Each Second Lien Collateral Agent, for itself and on behalf of the its Related Second Lien Claimholders, agrees that neither it nor its Related Second Lien Claimholders shall oppose or seek to challenge (or join with any other Person opposing or challenging) any claim by any First Lien Collateral Agent or any other First Lien Secured Parties, agrees that no Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Secured Party Obligations consisting of Post-Petition Interest. Regardless of whether any such claim for Post-Petition Interest is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include, and does include the “rule of explicitness,” and is intended to provide the First Lien Claimholders with the right to receive payment of all Post-Petition Interest through distributions made pursuant to the provisions of this Agreement even though such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of the Borrowers or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Debtor Relief Law. (b) Subject to Section 6.3(b), none of any First Lien Collateral Agent nor any of its Related First Lien Claimholders shall oppose or seek to challenge any claim by (i) the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or Collateral (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments amount of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the CollateralObligations).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Secured Party Term Loan Agents nor any Term Loan Lender shall oppose or seek to challenge any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien Secured Party ABL Lender for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations ABL Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second ABL Agent’s Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral, but without regard to the existence of the Third Priority Liens, Liens of the Term Loan Agents on behalf of the applicable Term Loan Lenders on the ABL Priority Collateral) . Neither the ABL Agent nor any ABL Lender shall oppose or (ii) the Third Lien Collateral seek to challenge any claim by any Term Loan Agent or any other Third Lien Secured Party Term Loan Lender for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations Term Loan Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Third Liens of the Term Loan Agents on behalf of the applicable Term Loan Lenders on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens Lien of the ABL Lenders on the ABL Priority Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding). (b) The Second Lien Collateral Agent, for itself and on behalf of Neither the other Second Lien Secured Parties, agrees that no Second Lien Secured Party ABL Agent nor any ABL Lender shall oppose or seek to challenge any claim by (i) the First Lien Collateral any Term Loan Agent or any other First Lien Secured Party Term Loan Lender for allowance in any Insolvency or Liquidation Proceeding of First Term Loan Claims consisting of post-petition interest, fees or expenses to the extent of the value of such Term Loan Agent’s Lien Obligations on the Term Loan Priority Collateral, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Lenders on the Term Loan Priority Collateral. Neither the Term Loan Agents nor any Term Loan Lender shall oppose or seek to challenge any claim by the ABL Agent or any ABL Lender for allowance in any Insolvency or Liquidation Proceeding of ABL Claims consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence Lien of the Second Priority Liens or Third Priority Liens ABL Agent on behalf of the ABL Lenders on the Collateral) or Term Loan Priority Collateral (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens Lien of the Term Loan Lenders on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Term Loan Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Term Loan/Notes Agents nor any Term Loan/Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of such ABL Agent’s Lien on the ABL Priority Collateral, without regard to the existence of the Liens of the Term Loan/Notes Agents on behalf of the applicable Term Loan/Notes 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 any Term Loan/Notes Agent or any Term Loan/Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Term Loan/Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens of the Term Loan/Notes Agents on behalf of the applicable Term Loan/Notes Secured Parties on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence Lien of the Third Priority Liens, ABL Secured Parties on the ABL Priority Collateral). (b) Neither the ABL Agent nor any ABL Secured Party shall oppose or (ii) the Third Lien Collateral seek to challenge any claim by any Term Loan/Notes Agent or any other Third Lien Term Loan/Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Term Loan/Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of such Term Loan/Notes Agent’s Lien on the Term Loan/Notes 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/Notes Priority Collateral. Neither the Term Loan/Notes Agents nor any Term Loan/Notes Secured Party shall oppose or seek to challenge any claim by the ABL Agent or any ABL 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 Third Lien of the ABL Agent on behalf of the ABL Secured Parties on the Term Loan/Notes Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens Lien of the Term Loan/Notes Secured Parties on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Term Loan/Notes Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (ai) The First Lien None of the Term Collateral Agent, for itself and on behalf of any Term Secured Party, the other First Lien Secured Parties, agrees that no First Lien Notes Collateral Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien ABL Collateral Agent or any other Second Lien ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second ABL Secured Party’s Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral, but without regard to the existence of the Third Priority Liens, Lien of the Term Collateral Agent on behalf of the Term Secured Parties on the ABL Priority Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the ABL Priority Collateral) or (ii) . None of the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party shall oppose or seek to challenge any claim by the Term Collateral Agent or any Term Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Term Secured Party’s Lien on the ABL Priority Collateral) unless such claim is for cash payments , without regard to the existence of interest during the pendency Lien of any Insolvency or Liquidation Proceeding. (b) The Second Lien the Notes Collateral Agent, for itself and Agent on behalf of the Notes Secured Parties on the ABL Priority Collateral. (ii) Neither the ABL Collateral Agent nor any other Second Lien Secured Parties, agrees that no Second Lien ABL Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any other First Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Term Obligations or Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Lien of the Term Collateral Agent on behalf of the Term Secured Parties on the ABL Priority Liens Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the ABL Priority Collateral (it being understood after taking into account the Lien of the ABL Secured Parties on the ABL Priority Collateral and agreed that such value shall be determined without regard with respect to the existence Lien of the Second Priority Liens or Third Priority Liens Notes Collateral Agent, after taking into account the Lien of the Term Secured Parties on the ABL Priority Collateral) ). Neither the Term Collateral Agent nor any other Term Secured Party shall oppose or (ii) seek to challenge any claim by the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens Lien of the ABL Secured Parties and Second Priority Liens the Term Secured Parties on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First ABL Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The Neither the First Lien Collateral Agent, for itself and on behalf of the other Agents nor any First Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien Secured Party ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any ABL Claimholder’s claim, but without regard to the existence of the Third Priority Liens, Lien of the First Lien Agents on behalf of the First Lien Claimholders on the Collateral) or ; (ii) the Third payment of such expenses allowed in accordance with Section 6.06(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.06(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.06(a) prohibits the Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien 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 Notes Priority Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding if such Notes Priority Collateral is the source of Third Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of ABL Agent or any Insolvency or Liquidation ProceedingABL Claimholder. (b) The Second Lien Collateral Agent, for itself and on behalf of Neither the ABL Agent nor any other Second Lien Secured Parties, agrees that no Second Lien Secured Party ABL Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the First Lien Collateral Agent Agents or any other First Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien 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 First Priority Liens (it being understood and agreed that such value shall be determined Lien Claimholder’s claim, without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral) or ; (ii) the Third Lien payment of such expenses allowed in accordance with Section 6.06(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.06(b)(i) solely from Proceeds of Notes Priority Collateral; provided that nothing contained in this Section 6.06(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 Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of Third Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent Agents or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)Claimholder.

Post-Petition Interest. (ai) The First Lien None of the ABL Collateral Agent, for itself and on behalf of any ABL Secured Party, the other First Lien Secured Parties, agrees that no First Lien Notes Collateral Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Term Collateral Agent or any other Second Lien Term Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Term Secured Party’s Lien on the TL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral, but without regard to the existence of the Third Priority Liens, Lien of the ABL Collateral Agent on behalf of the ABL Secured Parties on the TL Priority Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the TL Priority Collateral) or (ii) . None of the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party shall oppose or seek to challenge any claim by the ABL Collateral Agent or any ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens ABL Secured Party’s Lien on the TL Priority Collateral) unless such claim is for cash payments , without regard to the existence of interest during the pendency Lien of any Insolvency or Liquidation Proceeding. (b) The Second Lien the Notes Collateral Agent, for itself and Agent on behalf of the Notes Secured Parties on the TL Priority Collateral. (ii) Neither the Term Collateral Agent nor any other Second Lien Secured Parties, agrees that no Second Lien Term Secured Party shall oppose or seek to challenge any claim by (i) the First Lien ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any other First Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien ABL Obligations or Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Lien of the ABL Collateral Agent on behalf of the ABL Secured Parties on the TL Priority Liens Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the TL Priority Collateral (it being understood after taking into account the Lien of the Term Secured Parties on the TL Priority Collateral and agreed that such value shall be determined without regard with respect to the existence Lien of the Second Priority Liens or Third Priority Liens Notes Collateral Agent, after taking into account the Lien of the ABL Secured Parties on the TL Priority Collateral) ). Neither the ABL Collateral Agent nor any other ABL Secured Party shall oppose or (ii) seek to challenge any claim by the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the TL Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens Lien of the Term Secured Parties and Second Priority Liens the ABL Secured Parties on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First TL Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Neither the Second-Lien Collateral Agent, for itself and on behalf of the Agent nor any other First Second-Lien Secured Parties, agrees that no First Lien Secured Party Creditor shall oppose or seek to challenge any claim by (i) the Second First-Lien Collateral Agent or any other Second First-Lien Secured Party Creditor for allowance in any Insolvency or Liquidation Proceeding of Second First-Lien Obligations consisting of post-petition interest, fees or expenses. Regardless of whether any such claim for post-petition interest, fees or expenses is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First-Lien Creditors, and is intended to provide the First-Lien Creditors with the right, to receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of the Borrower or any other Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. (b) Neither the First-Lien Collateral Agent nor any other First-Lien Creditor shall oppose or seek to challenge any claim by the Second-Lien Collateral Agent or any other Second-Lien Noteholder for allowance in any Insolvency or Liquidation Proceeding of Second-Lien Obligations consisting of post-petition interest, fees or expenses so long as the First-Lien Creditors are receiving post-petition interest, fees or expenses in at least the same form being requested by the Second-Lien Noteholders and then only to the extent of the value of the Second Priority Liens Lien of the Second-Lien Collateral Agent on behalf of the Second-Lien Noteholders on the Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence value of the Third Priority Liens, on Lien of the Collateral) or (ii) the Third First-Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second First-Lien Secured PartiesCreditors on the Collateral); provided, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interesthowever, fees or expenses to the extent that any such payments are later recharacterized as payments of principal by the value of the First Priority Liens (it being understood and agreed that applicable bankruptcy court, such value shall payments shall, upon such recharacterization, be determined without regard turned over to the existence of First-Lien Creditors and applied to the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third First-Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceedingin accordance with Section 4 hereof. (c) The Third Lien Collateral AgentWithout limiting the foregoing, for itself and on behalf it is the intention of the other Third Lien Secured Parties, agrees parties hereto that no Third Lien Secured Party shall oppose or seek (and to challenge any claim the maximum extent permitted by (ilaw the parties hereto agree that) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First First-Lien Obligations consisting of post(and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to (and the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateralsecurity therefor).

Post-Petition Interest. (a) The First Neither the Second-Lien Collateral Agent, for itself and on behalf of the Agent nor any other First Second-Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge any claim by (i) the Second First-Lien Collateral Agent or any other Second First-Lien Secured Party Creditor for allowance in any Insolvency or Liquidation Proceeding of Second First-Lien Obligations consisting of post-petition interest, fees fees, premiums, costs or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account securing the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third First-Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence existences of any Liens securing the Second Priority Liens or Third Priority Liens on Second-Lien Obligations and that neither the Collateral) or (ii) the Third Second-Lien Collateral Agent or nor any other Third Second-Lien Secured Party Claimholder shall oppose the positions taken by a First-Lien Agent with respect to value); it being further understood that neither First-Lien Agent nor any other First-Lien Creditor shall be entitled to post-petition interest relating to any Excess Amount. Regardless of whether any such claim for allowance in any Insolvency pre- or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees fees, premiums, costs, expenses or expenses to other charges is allowed or allowable, and without limiting the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf generality of the other Third provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First-Lien Secured PartiesCreditors, agrees that no Third and is intended to provide the First-Lien Secured Party shall oppose or seek Creditors with the right, to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding receive payment of First Lien Obligations consisting of all post-petition interest, fees fees, premiums, costs, expenses or expenses other charges through distributions from the Collateral made pursuant to the extent provisions of this Agreement even though such interest, fees, costs, expenses or other charges are not allowed or allowable against the bankruptcy estate of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent Parent or any other Second Lien Secured Party for allowance in Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any Insolvency other provision of the Bankruptcy Code or Liquidation Proceeding any other Bankruptcy Law. (b) Without limiting the foregoing, it is the intention of Second the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the First-Lien Obligations consisting of post(and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-petition interest, fees or expenses to Lien Obligations (and the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateralsecurity therefor).

Post-Petition Interest. (a) The Neither the First Lien Collateral Agent, for itself and on behalf of the other Agents nor any First Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien Secured Party ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any ABL Claimholder’s claim, but without regard to the existence of the Third Priority Liens, Lien of the First Lien Agents on behalf of the First Lien Claimholders on the Collateral) or ; (ii) the Third 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 Credit Agreement Agent, on behalf of the Cash Flow Credit Claimholders, the Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien 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 First Lien Priority Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding if such First Lien Priority Collateral is the source of Third Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of ABL Agent or any Insolvency or Liquidation ProceedingABL Claimholder. (b) The Second Lien Collateral Agent, for itself and on behalf of Neither the ABL Agent nor any other Second Lien Secured Parties, agrees that no Second Lien Secured Party ABL Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the First Lien Collateral Agent Agents or any other First Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the First Lien Priority Liens (it being understood and agreed that such value shall be determined Collateral securing any First Lien Claimholder’s claim, without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral) or ; (ii) the Third 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 First Lien Priority Collateral provided that nothing contained in this Section 6.6(b) prohibits the ABL Agent or any on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other Third Lien Secured Party for allowance 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 Third Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent Agents or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)Claimholder.

Post-Petition Interest. (a) The Neither the Second Lien Collateral Agent nor any Second Lien Secured Party shall oppose or seek to challenge any claim by the First Lien Collateral AgentAgent or any First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, for itself and fees, or expenses, without regard to or otherwise taking into account the existence of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Common Collateral. Regardless of whether any such claim for post-petition interest, fees or expenses is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First Lien Secured Parties, agrees and is intended to provide the First Lien Secured Parties with the right, to receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the provisions of this Agreement whether or not such interest, fees and expenses are allowed or allowable against the bankruptcy estate of Holdings, the Borrower or any other Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. (b) Provided that no if the First Lien Collateral Agent on behalf of the First Lien Secured Parties has been granted an allowed claim in the applicable Insolvency or Liquidation Proceedings for First Lien Obligations consisting of post-petition interest, fees, or expenses, neither the First Lien Collateral Agent nor any other First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees fees, or expenses expenses, provided that (i) any claim by the Second Lien Collateral Agent or any Second Lien Secured Party is limited to the extent of the value of the Lien in favor of the Second Priority Liens Lien Secured Parties on the Common Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence value of the Third Priority Liens, on Lien in favor of the CollateralFirst Lien Secured Parties) or and (ii) the Third Lien Collateral Agent or any other Third allowed claim granted to the First Lien Secured Party Parties for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to is in at least the extent of same form as being requested by the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no Each Additional First Lien Secured Party shall oppose or seek be deemed to challenge any claim by (i) have agreed that the Second Lien Collateral Agent shall be entitled to seek or request (and to have waived any other Second Lien right to object to or otherwise oppose the Collateral Agent’s seeking or requesting), and the Collateral Agent (upon the direction of the Controlling Secured Party for Party) shall seek or request, the allowance and/or current payment (including in the form of adequate protection payments) in any Insolvency or Liquidation Proceeding of Second Lien Revolving Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the any First Priority LiensLien Obligations, but without regard to the existence of the Third Priority Liens, Liens of any of the Additional First Lien Secured Parties (or the Liens held by the Collateral Agent on their behalf) on the Shared Collateral and with such value to be determined specifically without regard to the existence of the Liens of any of the Additional First Lien Secured Parties on the Shared Collateral) or (ii) . Where the Third Lien Controlling Secured Party has directed the Collateral Agent to seek or any other Third Lien Secured Party for request the allowance in any Insolvency or Liquidation Proceeding and/or current payment of Third Lien Revolving Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the any First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of Lien Obligations in any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of in the other Second Lien Secured Partiesmanner set forth in this Section 2.12, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for may also request the allowance in any Insolvency or Liquidation Proceeding and/or current payment of Additional First Lien Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the any First Priority Liens Lien Obligations (it being understood and agreed that such value shall be determined without with regard to the existence amount of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance Revolving Obligations), subject in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses all respects to the extent other provisions of this Agreement, including the provisions of the value preceding sentence of this Section 2.12 and the Third Priority Liens (it being understood provisions of Section 2.01(a) and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation ProceedingSection 2.11. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Lien Neither the Notes Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party Agent nor any Note Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the Second Lien Revolving Collateral Agent or any other Second Lien Secured Party Revolving Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Revolving Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Lien on the Revolving Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any Revolving Claimholder’s claim, but without regard to the existence of the Third Priority Liens, Lien of the Notes Collateral Agent on behalf of the Note Claimholders on the Collateral) or ; (ii) the Third Lien payment of such expenses allowed in accordance with Section 6.8(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.8(a)(i) solely from Proceeds of Revolving Priority Collateral; provided that nothing contained in this Section 6.8(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 Notes Priority Collateral in any Insolvency Proceeding if such Notes Priority Collateral is the source of payment of post-petition expenses payable to the Revolving Collateral Agent or any Revolving Claimholder. (b) Neither the Revolving Collateral Agent nor any other Third Lien Secured Party Revolving Claimholder shall oppose or seek to challenge: (i) any claim by the Notes Collateral Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Third Lien Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Lien on the Collateral) unless such claim is for cash payments of interest during the pendency of Notes Priority Collateral securing any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral AgentNote Claimholder’s claim, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the Revolving Collateral Agent on behalf of the Revolving Claimholders on the Collateral) or ; (ii) the Third Lien payment of such expenses allowed in accordance with Section 6.8(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.8(b)(i) solely from Proceeds of Notes Priority Collateral provided that nothing contained in this Section 6.8(b) prohibits the Revolving Collateral Agent on behalf of the Revolving 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 Revolving Priority Collateral in any Insolvency Proceeding if such Revolving Priority Collateral is the source of payment of post-petition expenses payable to the Notes Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation ProceedingNote Claimholder. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Each Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood Representative and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesParties it represents, agrees that no Second Lien Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by (i) the any First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees fees, expenses or expenses charges to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding). (cb) The Third Each First Lien Representative and First Lien Collateral Agent, for itself and on behalf of the other Third First Lien Secured PartiesParties it represents, agrees that no Third First Lien Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any US Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees fees, expenses or expenses charges to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to Liens on the existence Collateral and the amount of the Third Priority LiensFirst Lien Obligations secured thereby); provided that if the First Lien Agent or any other First Lien Secured Party shall have made any claim for post-petition interest, on fees or expenses in respect of First Lien Obligations, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the Collateral)approval of any such claim by a Second Lien Collateral Agent or any Second Lien Secured Party.

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Secured Party Notes Agent nor any Note Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien Secured Party ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any ABL Claimholder’s claim, but without regard to the existence of the Third Priority Liens, Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral) or ; (ii) the Third Lien 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 Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Notes Priority Collateral is the source of payment of post-petition expenses payable to the ABL Agent or any ABL Claimholder. (b) Neither the ABL Agent nor any other Third Lien Secured Party ABL Claimholder shall oppose or seek to challenge: (i) any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Third Lien Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Lien on the Collateral) unless such claim is for cash payments of interest during the pendency of Notes Priority Collateral securing any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral AgentNote Claimholder’s claim, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral) or ; (ii) the Third Lien 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 or any on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other Third Lien Secured Party for allowance 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 Third Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Notes Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)Note Claimholder.

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Secured Party Term Loan Agents nor any Term Loan Lender shall oppose or seek to challenge any claim by (i) the Second Lien Collateral any ABL Agent or any other Second Lien Secured Party ABL Lender for allowance in any Insolvency or Liquidation Proceeding of Second ABL Claims consisting of post-petition interest, fees or expenses to the extent of the value of such ABL Agent’s Lien Obligations on the ABL Priority Collateral, without regard to the existence of the Liens of the Term Loan Agents on behalf of the applicable Term Loan Lenders on the ABL Priority Collateral. Neither the ABL Agents nor any ABL Lender shall oppose or seek to challenge any claim by any Term Loan Agent or any Term Loan Lender for allowance in any Insolvency or Liquidation Proceeding of Term Loan Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens of the Term Loan Agents on behalf of the applicable Term Loan Lenders on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence Lien of the Third Priority Liens, ABL Lenders on the ABL Priority Collateral). (b) Neither the ABL Agents nor any ABL Lender shall oppose or (ii) the Third Lien Collateral seek to challenge any claim by any Term Loan Agent or any other Third Lien Secured Party Term Loan Lender for allowance in any Insolvency or Liquidation Proceeding of Third Term Loan Claims consisting of post-petition interest, fees or expenses to the extent of the value of such Term Loan Agent’s Lien Obligations on the Term Loan Priority Collateral, without regard to the existence of the Lien of the ABL Agents on behalf of the ABL Lenders on the Term Loan Priority Collateral. Neither the Term Loan Agents nor any Term Loan Lender shall oppose or seek to challenge any claim by any ABL Agent or any ABL Lender for allowance in any Insolvency or Liquidation Proceeding of ABL Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the ABL Agents on behalf of the ABL Lenders on the Term Loan Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens Lien of the Term Loan Lenders on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Term Loan Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The None of the Second Lien Representatives or any other Second Lien Secured Party shall oppose or seek to challenge (or join with or support any other Person in opposing or challenging) any claim by any First Lien Collateral Agent, Representative or any other First Lien Secured Party for itself and allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Lien Representatives on behalf of the First Lien Secured Parties on the Collateral or any other First Lien Secured Party’s Lien, (without regard to the existence of the Liens of the Second Lien Representatives on behalf of the Second Lien Secured Parties, agrees that no ) on the Collateral. (b) None of the First Lien Representatives or any other First Lien Secured Party shall oppose or seek to challenge (or join with or support any other Person in opposing or challenging) any claim by (i) the any Second Lien Collateral Agent Representative or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interestPetition Interest, fees or expenses so long as the First Lien Secured Parties are receiving Post-Petition Interest in at least the same form being requested by the Second Lien Secured Parties, and then only to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence Lien of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and Representative on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by Parties on the Collateral (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of after taking into account the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interestObligations); provided, fees or expenses however, to the extent of the value of the Third Priority Liens (it being understood and agreed that any such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments are later recharacterized as payments of interest during principal by the pendency of any Insolvency or Liquidation Proceeding. (c) The Third applicable bankruptcy court, such payments shall, upon such recharacterization, be turned over to the Designated First Lien Collateral Agent, for itself Representative and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek applied to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance Obligations in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)accordance with Section 4.1 hereof.

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Secured Party Notes Agent nor any Note Claimholder shall oppose or seek to challenge any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien Secured Party ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensLien securing any ABL Claimholder’s claim, but without regard to the existence of the Third Priority Liens, 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 (ii) Liquidation Proceeding if such Note Priority Collateral is the Third Lien Collateral 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 Third Lien Secured Party 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 Third Lien Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account Lien securing any Note Claimholder’s claim, without regard to the First Priority Liens and Second Priority Liens on existence of the Collateral) unless such claim is for cash payments Lien of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and 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 Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek provisions of this Agreement) with respect to challenge any claim by (i) their rights in the First Lien ABL Priority Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of First Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Notes Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation ProceedingNote Claimholder. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Lien Each Junior Collateral Agent, for itself and on behalf of the other First Lien Secured Partiesits Related Claimholders, agrees that no First neither it nor its Related Claimholders shall oppose or seek to challenge (or join with any other Person opposing or challenging) any claim by any Senior Collateral Agent or any other Senior Claimholder for allowance in any Insolvency or Liquidation Proceeding of Senior Obligations consisting of Post-Petition Interest to the extent of the value of the Senior Claimholders’ Lien Secured Party on the Collateral in which a Senior Claimholder has a Senior Lien. Regardless of whether any such claim for Post-Petition Interest is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include, and does include the “rule of explicitness,” and is intended to provide the Senior Claimholders with the right to receive payment of all Post-Petition Interest through distributions made pursuant to the provisions of this Agreement on account of the Collateral in which a Senior Claimholder has a Senior Lien even though such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of the Parent Borrower or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Debtor Relief Law. (b) Subject to Sections 6.3(b) and (d), none of any Senior Collateral Agent nor any of its Related Claimholders shall oppose or seek to challenge any claim by (i) the Second Lien any Junior Collateral Agent or any other Second Lien Secured Party Junior Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Junior Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Second Priority Liens Lien of any Junior Collateral Agent, on behalf of the Junior Claimholders, on the Junior Claimholders’ Lien on the Collateral in which a Junior Claimholder has a Junior Lien (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence amount of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation ProceedingSenior Obligations). (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Neither the Second-Lien Collateral Agent, for itself and on behalf of the Agent nor any other First Second-Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge any claim by (i) the Second First-Lien Collateral Agent or any other Second First-Lien Secured Party Creditor for allowance in any Insolvency or Liquidation Proceeding of Second First-Lien Obligations consisting of post-petition interest, fees fees, premiums, costs or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account securing the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third First-Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence existences of any Liens securing the Second Priority Liens or Third Priority Liens on Second-Lien Obligations and that neither the Collateral) or (ii) the Third Second-Lien Collateral Agent or nor any other Third Second-Lien Secured Party Claimholder shall oppose the positions taken by the First-Lien Agent with respect to value); it being further understood that neither the First-Lien Agent nor any other First-Lien Creditor shall be entitled to post-petition interest relating to any Excess Amount. Regardless of whether any such claim for allowance in any Insolvency pre- or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees fees, premiums, costs, expenses or expenses to other charges is allowed or allowable, and without limiting the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf generality of the other Third provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First-Lien Secured PartiesCreditors, agrees that no Third and is intended to provide the First-Lien Secured Party shall oppose or seek Creditors with the right, to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding receive payment of First Lien Obligations consisting of all post-petition interest, fees fees, premiums, costs, expenses or expenses other charges through distributions from the Collateral made pursuant to the extent provisions of this Agreement even though such interest, fees, costs, expenses or other charges are not allowed or allowable against the bankruptcy estate of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent Parent or any other Second Lien Secured Party for allowance in Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any Insolvency other provision of the Bankruptcy Code or Liquidation Proceeding any other Bankruptcy Law. (b) Without limiting the foregoing, it is the intention of Second the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the First-Lien Obligations consisting of post(and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-petition interest, fees or expenses to Lien Obligations (and the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateralsecurity therefor).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Secured Party Notes Agent nor any Note Claimholder shall oppose or seek to challenge challenge: (i) any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien Secured Party ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any ABL Claimholder’s claim, but without regard to the existence of the Third Priority Liens, Lien of the Notes Agent on behalf of the Note Claimholders on such Collateral) or ; (ii) the Third Lien 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 Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Notes Priority Collateral is the source of payment of post-petition expenses payable to the ABL Agent or any ABL Claimholder. (b) Neither the ABL Agent nor any other Third Lien Secured Party ABL Claimholder shall oppose or seek to challenge: (i) any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Third Lien Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Lien on the Collateral) unless such claim is for cash payments of interest during the pendency of Notes Priority Collateral securing any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral AgentNote Claimholder’s claim, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the ABL Agent on behalf of the ABL Claimholders on such Collateral) or ; (ii) the Third Lien 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 Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of Third Lien Obligations consisting payment of post-petition interest, fees or expenses payable to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Notes Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)Note Claimholder.

Post-Petition Interest. (a) The None of the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party nor the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party shall oppose or seek to challenge any claim by any First Lien Representative, any First Lien Collateral Agent, Agent or any other First Lien Secured Party for itself and allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Lien Collateral Agents on behalf of the First Lien Secured Parties on the Collateral or any other First Lien Secured PartiesParty’s Lien, agrees that no without regard to the existence of (x) the Liens of the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral and (y) the Liens of the Third Lien Collateral Agent on behalf of the Third Lien Secured Parties on the Collateral. (b) None of any First Lien Representative, First Lien Collateral Agent or any other First Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Representative, Second Lien Collateral Agent or any other Second Lien Secured Party or the Third Lien Representative, Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations or Third Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral (iafter taking into account the value of the First Lien Obligations) and the value of the Lien of the Third Lien Collateral Agent on behalf of the Third Lien Secured Parties on the Collateral (after taking into account the value of the First Lien Obligations), as applicable. (c) None of the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Lien of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account Lien Collateral Agent on behalf of the First Priority LiensSecond Lien Secured Parties on the Collateral or any other Second Lien Secured Party’s Lien, but without regard to the existence of the Liens of the Third Priority Liens, Lien Collateral Agent on behalf of the Third Lien Secured Parties on the Collateral. (d) None of the Second Lien Representative, Second Lien Collateral Agent or (ii) any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Third Lien Representative, Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Lien of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and Agent on behalf of the other Second Third Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by Parties on the Collateral (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of after taking into account the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the CollateralObligations).

Post-Petition Interest. (a) The First Each Second Lien Collateral Agent, for itself and on behalf of the its Related Second Lien Claimholders, agrees that neither it nor its Related Second Lien Claimholders shall oppose or seek to challenge (or join with any other Person opposing or challenging) any claim by any First Lien Collateral Agent or any other First Lien Secured Parties, agrees that no Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Secured Party Obligations consisting of Post-Petition Interest. Regardless of whether any such claim for Post-Petition Interest is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include, and does include the “rule of explicitness,” and is intended to provide the First Lien Claimholders with the right to receive payment of all Post-Petition Interest through distributions made pursuant to the provisions of this Agreement even though such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of the Administrative Borrower or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Debtor Relief Law. (b) Subject to Section 6.3(b), none of any First Lien Collateral Agent nor any of its Related First Lien Claimholders shall oppose or seek to challenge any claim by (i) the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or Collateral (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments amount of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the CollateralObligations).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf None of the other First Revolving Facility Agent or any Revolving Facility Secured Party, or, if any Additional Second Lien Secured PartiesObligations have been issued, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Security Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Security Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Lien Secured Party’s Lien on the Notes Priority Liens Collateral (it being understood and agreed that such value shall be determined without regard to the existence of the junior Liens of the Revolving Facility Agent on behalf of the Revolving Facility Secured Parties or the Second Priority Liens or Third Priority Liens Lien Security Agent, on behalf of the Second Lien Secured Parties, as the case may be, on the Notes Priority Collateral) or the Revolving Facility Priority Collateral (iiafter taking into account the senior Lien of the Revolving Facility Agent on behalf of the Revolving Facility Secured Parties on the Revolving Facility Priority Collateral, but without regard to the existence of the junior Lien of the Second Lien Security Agent, on behalf of the Second Lien Secured Parties, as the case may be, on the Revolving Facility Priority Collateral). (b) None of the Third First Lien Collateral Security Agent or any other Third First Lien Secured Party, or, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent or any Second Lien Secured Party shall oppose or seek to challenge any claim by the Revolving Facility Agent or any Revolving Facility Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Revolving Facility Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the Revolving Facility Agent on behalf of the Revolving Facility Secured Parties on the Notes Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the senior Liens of the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Security Agent, for itself and on behalf of the other Third First Lien Secured Parties and the Second Lien Security Agent, on behalf of the Second Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose as the case may be, on the Notes Priority Collateral) or seek to challenge any claim by the Revolving Facility Priority Collateral (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority junior Liens of the First Lien Security Agent, on behalf of the First Lien Secured Parties, or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Security Agent, on behalf of the Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority LiensParties, on the Revolving Facility Priority Collateral).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Each FLSO Secured Party shall oppose or seek be deemed to challenge any claim by (i) have agreed that the Second Lien Applicable Collateral Agent shall be entitled to seek or request (and to have waived any other Second Lien right to object to or otherwise oppose the Applicable Collateral Agent’s seeking or requesting), and the Applicable Collateral Agent (upon the direction of the Controlling Secured Party for Party) shall seek or request, the allowance and/or current payment (including in the form of adequate protection payments) in any Insolvency or Liquidation Proceeding of Second Lien Loan Agreement Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the any First Priority LiensLien Obligations, but without regard to the existence of the Third Priority Liens, Liens of any of the FLSO Secured Parties (or the Liens held by any Collateral Agent on their behalf) on the Shared Collateral and with such value to be determined specifically without regard to the existence of the Liens of any of the FLSO Secured Parties on the Shared Collateral) or (ii) . Where a Controlling Secured Party has directed the Third Lien Applicable Collateral Agent to seek or any other Third Lien Secured Party for request the allowance in any Insolvency or Liquidation Proceeding and/or current payment of Third Lien Loan Agreement Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the any First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of Lien Obligations in any Insolvency or Liquidation Proceeding, in the manner set forth in this Section 2.14, the Collateral Agent may also request the allowance and/or current payment of FLSO Obligations consisting of post-petition interest, fees, or expenses to the extent of value of any First Lien Obligations (with regard to the amount of the Loan Agreement Obligations), subject in all respects to the other provisions of this Agreement, including the provisions of the preceding sentence of this Section 2.14 and the provisions of Section 2.01(a) and Section 2.13. (b) The Second Lien Collateral Agent, for itself and on behalf of Subject in all respects to the other Second Lien Secured Partiesprovisions of this Agreement (including Sections 201, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i2.03, 2.05(b), and 2.14(a) hereof), the First Lien FLSO Collateral Agent or any other First Lien FLSO Secured Party for may seek the allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses interest to the extent of that the aggregate value of the First Priority Liens Shared Collateral (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account application to any Loan Agreements Obligations) exceeds the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation ProceedingFLSO Obligations. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Lien None of the Term Collateral Agent, for itself and on behalf of any Term Secured Party, the other First Lien Secured Parties, agrees that no First Lien Notes Collateral Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien ABL Collateral Agent or any other Second Lien ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second ABL Secured Party’s Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral, but without regard to the existence of the Third Priority Liens, Lien of the Term Collateral Agent on behalf of the Term Secured Parties on the ABL Priority Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the ABL Priority Collateral) or (ii) . None of the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party shall oppose or seek to challenge any claim by the Term Collateral Agent or any Term Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Term Secured Party’s Lien on the ABL Priority Collateral) unless such claim is for cash payments , without regard to the existence of interest during the pendency Lien of any Insolvency or Liquidation Proceeding. (b) The Second Lien the Notes Collateral Agent, for itself and Agent on behalf of the Notes Secured Parties on the ABL Priority Collateral. Neither the ABL Collateral Agent nor any other Second Lien Secured Parties, agrees that no Second Lien ABL Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any other First Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Term Obligations or Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Lien of the Term Collateral Agent on behalf of the Term Secured Parties on the ABL Priority Liens Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the ABL Priority Collateral (it being understood after taking into account the Lien of the ABL Secured Parties on the ABL Priority Collateral and agreed that such value shall be determined without regard with respect to the existence Lien of the Second Priority Liens or Third Priority Liens Notes Collateral Agent, after taking into account the Lien of the Term Secured Parties on the ABL Priority Collateral) ). Neither the Term Collateral Agent nor any other Term Secured Party shall oppose or (ii) seek to challenge any claim by the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens Lien of the ABL Secured Parties and Second Priority Liens the Term Secured Parties on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First ABL Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Lien Collateral AgentEach Pari Passu Representative, for itself and on behalf of itself and the other First Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the Subordinated Lien Secured Parties, agrees that no First Lien Secured Party none of them shall oppose or seek to challenge any claim by (i) the Second Lien Collateral any Revolving Credit Agent or any other Second Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of Revolving Credit Secured Obligations consisting of Post-Petition Interest, fees or expenses to the extent of (x) the value of the Lien on Revolving Credit Priority Collateral securing any Revolving Credit Secured Obligations, without regard to the existence of any Lien of the Pari Passu Representatives (on behalf of the Pari Passu Secured Parties) on the Revolving Credit Priority Collateral or the existence of any Lien of the Subordinated Lien Representatives (on behalf of the Subordinated Lien Secured Parties) on the Revolving Credit Priority Collateral and (y) the value of the Lien on Pari Passu Priority Collateral securing any Revolving Credit Secured Obligations, taking into account the existence of any Lien of the Pari Passu Representatives on behalf of the Pari Passu Secured Parties on any Pari Passu Priority Collateral. (b) Each of the Revolving Credit Agents, on behalf of itself and the other Revolving Credit Claimholders, and the Subordinated Lien Representatives, on behalf of itself and the Subordinated Lien Secured Parties, agrees that none of them shall oppose or seek to challenge any claim by any Pari Passu Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Pari Passu Secured Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (x) the value of the Second Lien on Pari Passu Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any Pari Passu Secured Obligations, but without regard to the existence of any Lien of any Revolving Credit Agent (on behalf of the Third Priority Liens, on the CollateralRevolving Credit Claimholders) or the existence of any Lien of the Subordinated Lien Representatives (ii) for the Third Lien Collateral Agent or any other Third benefit of the Subordinated Lien Secured Party for allowance in Creditors) on any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of Pari Passu Priority Collateral and (y) the value of the Third Lien on any Revolving Credit Priority Liens (it being understood and agreed that such value shall be determined by Collateral securing any Pari Passu Secured Obligations, taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency existence of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and of any Revolving Credit Agent on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge Revolving Credit Claimholders on any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Revolving Credit Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Lien None of the ABL Collateral Agent, for itself and on behalf of any ABL Secured Party, the other First Lien Secured Parties, agrees that no First Lien Notes Collateral Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Term Collateral Agent or any other Second Lien Term Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Term Secured Party’s Lien on the TL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral, but without regard to the existence of the Third Priority Liens, Lien of the ABL Collateral Agent on behalf of the ABL Secured Parties on the TL Priority Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the TL Priority Collateral) or (ii) . None of the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party shall oppose or seek to challenge any claim by the ABL Collateral Agent or any ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens ABL Secured Party’s Lien on the TL Priority Collateral) unless such claim is for cash payments , without regard to the existence of interest during the pendency Lien of any Insolvency or Liquidation Proceeding. (b) The Second Lien the Notes Collateral Agent, for itself and Agent on behalf of the Notes Secured Parties on the TL Priority Collateral. Neither the Term Collateral Agent nor any other Second Lien Secured Parties, agrees that no Second Lien Term Secured Party shall oppose or seek to challenge any claim by (i) the First Lien ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any other First Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien ABL Obligations or Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Lien of the ABL Collateral Agent on behalf of the ABL Secured Parties on the TL Priority Liens Collateral or the Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the TL Priority Collateral (it being understood after taking into account the Lien of the Term Secured Parties on the TL Priority Collateral and agreed that such value shall be determined without regard with respect to the existence Lien of the Second Priority Liens or Third Priority Liens Notes Collateral Agent, after taking into account the Lien of the ABL Secured Parties on the TL Priority Collateral) ). Neither the ABL Collateral Agent nor any other ABL Secured Party shall oppose or (ii) seek to challenge any claim by the Third Lien Notes Collateral Agent or any other Third Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the Notes Collateral Agent on behalf of the Notes Secured Parties on the TL Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens Lien of the Term Secured Parties and Second Priority Liens the ABL Secured Parties on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First TL Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (ai) The First None of the ABL Facility Agent, any ABL Secured Party, the Junior Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien any First Priority Collateral Agent or any other Second Lien First Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency Insol- vency or Liquidation Proceeding of First Priority Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Secured Parties’ Liens (it being understood and agreed that such value shall be determined on the Notes Collateral, without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the ABL Facility Agent on behalf of the ABL Secured Parties on the Notes Collateral or the Lien of the Junior Xxxx Xxxxxx- eral Agent on behalf of the Junior Lien Secured Parties on the Notes Collateral) or (ii) . None of the Third Jun- ior Lien Collateral Agent or any other Third Lien Notes Secured Party shall oppose or seek to challenge any claim by the ABL Facility Agent or any ABL Secured Party for allowance in any Insolvency or Liqui- dation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the ABL Secured Party’s Lien on the Notes Collateral, without regard to the existence of the Lien of the Junior Lien Collateral Agent on behalf of the Junior Lien Secured Parties on the Notes Collateral. (ii) No First Priority Collateral Agent nor any other First Priority Secured Party shall oppose or seek to challenge any claim by the ABL Facility Agent, any ABL Secured Party, the Junior Lien Collateral Agent or any Notes Secured Party for allowance in any Insol- vency or Liquidation Proceeding of Third ABL Obligations or Junior Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens Lien of the ABL Facility Agent on behalf of the ABL Secured Parties on the Notes Collateral or the Lien of the Junior Lien Collateral Agent on behalf of the Junior Lien Secured Parties on the Notes Collateral (it being understood and agreed that such value shall be determined by after taking into account the Lien of the First Priority Liens and Second Priority Liens Secured Parties on the Collateral) unless such claim is for cash payments Notes Collateral and with respect to the Lien of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Junior Lien Collateral Agent, for itself and on behalf after taking into account the Lien of the ABL Secured Parties on the Notes Collateral). Neither the ABL Facility Agent nor any other Third Lien Secured Parties, agrees that no Third Lien ABL Secured Party shall oppose or seek to challenge any claim by (i) the First Junior Lien Collateral Agent or any other First Lien Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Junior Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence Lien of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Junior Lien Collateral Agent or any other Second on behalf of the Junior Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to Parties on the extent of the value of the Second Priority Liens Notes Collateral (it being understood and agreed that such value shall be determined after taking into account the Lien of the First Priority Liens, but without regard to Secured Parties and the existence of the Third Priority Liens, ABL Secured Parties on the Notes Collateral).

Post-Petition Interest. (a) The First None of the Second Lien Collateral Agent, for itself and on behalf of the any other First Second Lien Secured PartiesParty, agrees that no First any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of postPost-petition interestPetition Claims, fees or expenses to the extent under Section 506(b) of the value of the First Priority Liens (it being understood and agreed that such value shall be determined Bankruptcy Code or otherwise, without regard to the existence of the Liens of the Second Priority Liens Lien Secured Parties or any Permitted Third Priority Liens Lien Secured Parties on the Collateral. (b) or (ii) the Third None of any First Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or Agent, any of the other Second Lien Secured Party Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations or Permitted Third Lien Obligations (as the case may be) consisting of postPost-petition interestPetition Claims, fees under Section 506(b) of the Bankruptcy Code or expenses otherwise, to the extent of the value of the Lien of the Second Priority Liens Lien Obligations or the Permitted Third Lien Obligations (it being understood and agreed that such value shall be determined as the case may be) on the Collateral (after taking into account the First Priority LiensLien Obligations and, but without regard to in the existence case of the value of the Lien of the Permitted Third Priority LiensLien Obligations, on the CollateralSecond Lien Obligations).

Post-Petition Interest. (ai) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Term Agent nor any Term Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Administrative Agent or any other Second Lien Revolver Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Revolving Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account Revolver Secured Parties' Lien on the First Priority LiensRevolver Primary Collateral, but without regard to the existence of the Third Priority Liens, Lien of the Term Agent on behalf of the Term Secured Parties on the Revolver Primary Collateral) or ; and (ii) neither the Third Lien Collateral Administrative Agent nor any Revolver Secured Party shall oppose or seek to challenge any claim by the Term Agent or any other Third Lien Term Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Revolving Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Term Secured Parties' Lien on the Term Primary Collateral) unless such claim is for cash payments , without regard to the existence of interest during the pendency Lien of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and the Administrative Agent on behalf of the Revolver Secured Parties on the Term Primary Collateral (b) (i) Neither the Administrative Agent nor any other Second Lien Secured Parties, agrees that no Second Lien Revolver Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Term Agent or any other First Lien Term Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Term Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence Lien of the Second Priority Liens or Third Priority Liens Term Agent on behalf of the Term Secured Parties on the Collateral (after taking into account the Revolver Primary Collateral) or ); and (ii) neither the Third Lien Collateral Term Agent nor any other Term Secured Party shall oppose or seek to challenge any claim by the Administrative Agent or any other Third Lien Revolver Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Revolver Loan Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens Lien of the Administrative Agent on behalf of the Revolver Secured Parties on the Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Term Primary Collateral).

Post-Petition Interest. (a) The First None of any Second Lien Representative, any Second Lien Collateral Agent, for itself and on behalf of the Agent or any other First Second Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge any claim by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First Lien Collateral Agents on behalf of the First Lien Claimholders on the Collateral or any other First Lien Claimholder’s Lien on the Collateral, without regard to the existence of the Liens of the Second Lien Collateral Agents or the other Second Lien Claimholders on the Collateral. (ib) the None of any First Lien Representative, First Lien Collateral Agent or any other First Lien Claimholder shall oppose or seek to challenge any claim by any Second Lien Representative, Second Lien Collateral Agent or any other Second Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Lien of the Second Priority Liens Lien Collateral Agents, on behalf of the Second Lien Claimholders, on the Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence amount of the Third Priority LiensFirst Lien Obligations). (c) None of any BDK Junior Lien Representative, on the Collateral) or (ii) the Third any BDK Junior Lien Collateral Agent or any other Third BDK Junior Lien Secured Party Claimholder shall, prior to the Discharge of BDK Obligations, oppose or seek to challenge any claim by any BDK Senior Lien Representative, any BDK Senior Lien Collateral Agent or any other BDK Senior Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Third BDK Senior Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account Lien of the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second BDK Senior Lien Collateral Agent, for itself and Agents on behalf of the BDK Senior Lien Claimholders on the BDK Collateral or any other Second BDK Senior Lien Secured PartiesClaimholder’s Lien on the BDK Collateral, agrees that no Second without regard to the existence of the Liens of the BDK Junior Lien Secured Party shall Collateral Agents or the other BDK Junior Lien Claimholders on the BDK Collateral. (d) None of any BDK Senior Lien Representative, BDK Senior Lien Collateral Agent or any other BDK Senior Lien Claimholder shall, prior to the Discharge of BDK Obligations, oppose or seek to challenge any claim by (i) the First any BDK Junior Lien Representative, BDK Junior Lien Collateral Agent or any other First BDK Junior Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of First BDK Junior Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence Lien of the Second Priority Liens or Third Priority Liens BDK Junior Lien Collateral Agents, on behalf of the BDK Junior Lien Claimholders, on the Collateral) or BDK Collateral (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf amount of the other Third BDK Senior Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the CollateralObligations).

Post-Petition Interest. (a) The First Lien Collateral None of the Term Loan Agent, for itself and on behalf of any Term Loan Secured Party, the other First Lien Secured Parties, agrees that no First Lien Notes Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second ABL Agent’s Lien on the ABL Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral, but without regard to the existence of the Third Priority Liens, Liens of the Term Loan Agent on behalf of the applicable Term Loan Secured Parties or of the Notes Agent on behalf of the applicable Notes Secured Parties on the ABL Priority Collateral) . None or (ii) the Third Lien Collateral ABL Agent, any ABL Secured Party, the Notes Agent or any other Third Lien Notes 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 or Liquidation Proceeding of Third Lien Term Loan Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Liens of the Term Loan Agent on behalf of the applicable Term Loan Secured Party on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens Lien of the ABL Secured Parties on the ABL Priority Collateral) unless such claim is for cash payments , but not taking into account the Lien of interest during the pendency of any Insolvency Notes Agent or Liquidation Proceedingthe Notes Secured Parties). (b) The Second Lien Collateral None of the ABL Agent, for itself and on behalf of any ABL Secured Party, the other Second Lien Secured Parties, agrees that no Second Lien Notes Agent or any Notes Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Term Loan Agent or any other First Lien Term Loan Secured Party for allowance in any Insolvency or Liquidation Proceeding of First 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 or of the Notes Agent on behalf of the Notes Secured Parties on the Term Loan Priority Collateral. None of the Term Loan Agent, any Term Loan Secured Party, the Notes Agent or any Notes 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 First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence Lien of the Second Priority Liens or Third Priority Liens ABL Agent on behalf of the ABL Secured Parties on the Term Loan Priority Collateral (after taking into account the Lien of the Term Loan Secured Parties on the Term Loan Priority Collateral, but not taking into account the Lien of the Notes Agent or the Notes Secured Parties). (c) or (ii) None of the Third Lien Collateral Notes Agent or any other Third Lien Notes Secured Party shall oppose or seek to challenge (1) any claim by the Term Loan Agent or any Term Loan Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Term Loan Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens Term Loan Agent’s Lien on the Term Loan Collateral) unless such claim is for cash payments , without regard to the existence of interest during the pendency Lien of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and the Notes Agent on behalf of the other Third Lien Notes Secured Parties, agrees that no Third Lien Secured Party shall oppose Parties on the Term Loan Collateral or seek to challenge (2) any claim by (i) the First Lien Collateral ABL Agent or any other First Lien ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of such ABL Agent’s Lien on the First Priority Liens (it being understood and agreed that such value shall be determined ABL Collateral, without regard to the existence of the Second Priority Liens or Third Priority Liens Lien of the Notes Agent on behalf of the Notes Secured Parties on the ABL Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Neither (x) the Second-Lien Collateral Agent, for itself and on behalf of Agent nor any Second-Lien Creditor nor (y) the other First Third-Lien Secured Parties, agrees that no First Collateral Agent nor any Third-Lien Secured Party Creditor shall oppose or seek to challenge any claim by (i) the Second First-Lien Collateral Agent or any other Second First-Lien Secured Party Creditor for allowance in any Insolvency or Liquidation Proceeding of Second First-Lien Obligations consisting of post-petition interest, fees or expenses. Regardless of whether any such claim for post-petition interest, fees or expenses is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the "rule of explicitness" in that this Agreement expressly entitles the First-Lien Creditors, and is intended to provide the First-Lien Creditors with the right, to receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the extent provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of the value Borrower or any other Grantor under Section 502(b)(2) or Section 506(b) of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence Bankruptcy Code or under any other provision of the Third Priority Liens, on Bankruptcy Code or any other Bankruptcy Law. (b) Neither the Collateral) Third-Lien Collateral Agent nor any Third-Lien Creditor shall oppose or (ii) seek to challenge any claim by the Third Second-Lien Collateral Agent or any other Third Second-Lien Secured Party Creditor for allowance in any Insolvency or Liquidation Proceeding of Third Second-Lien Obligations consisting of post-petition interest, fees or expenses to the extent expenses. Regardless of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless whether any such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to is allowed or allowable, and without limiting the extent generality of the value other provisions of this Agreement, this Agreement expressly is intended to include and does include the First Priority Liens "rule of explicitness" in that this Agreement expressly entitles the Second-Lien Creditors (it being understood and agreed that such value shall be determined without regard to after the existence Discharge of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third First-Lien Obligations consisting has occurred, including as to amounts described in preceding clause (a)), and is intended to provide the Second-Lien Creditors (after the Discharge of First-Lien Obligations has occurred, including as to amounts described in preceding clause (a)) with the right, to receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the extent provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of the value Borrower or any other Grantor under Section 502(b)(2) or Section 506(b) of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account Bankruptcy Code or under any other provision of the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of Bankruptcy Code or any Insolvency or Liquidation Proceedingother Bankruptcy Law. (c) The Third Lien Collateral AgentWithout limiting the foregoing, for itself and on behalf it is the intention of the other Third Lien Secured Parties, agrees parties hereto that no Third Lien Secured Party shall oppose or seek (and to challenge any claim the maximum extent permitted by law the parties hereto agree that) (ix) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First First-Lien Obligations consisting of post(and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-petition interestLien Obligations (and the security therefor) and the Third-Lien Obligations (and the security therefor), fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (iiy) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Second-Lien Obligations consisting of post(and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the First-petition interest, fees or expenses to Lien Obligations (and the extent of security therefor) and the value of Third-Lien Obligations (and the Second Priority Liens security therefor) and (it being understood z) the Third-Lien Obligations (and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to security therefor) constitute a separate and distinct class (and separate and distinct claims) from the existence of First-Lien Obligations (and the Third Priority Liens, on security therefor) and the CollateralSecond-Lien Obligations (and the security therefor).

Post-Petition Interest. (a) The First Lien None of the ABL Facility Collateral Agent, for itself and on behalf of the other First Lien any ABL Facility Secured PartiesParty, agrees that no First Lien any Junior Priority Collateral Agent or any Junior Priority Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Term Loan Collateral Agent or any other Second Lien Term Loan Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Term Loan Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Term Loan Secured Party’s Lien on the Term Loan Priority Collateral (without regard to the existence of the junior Liens of the ABL Facility Collateral Agent on behalf of the ABL Facility Secured Parties or each Junior Priority Collateral Agent, on behalf of the Junior Priority Secured Parties, as the case may be, on the Term Loan Priority Collateral) or the ABL Facility Priority Collateral (it being understood and agreed that such value shall be determined after taking into account the First senior Lien of the ABL Facility Collateral Agent on behalf of the ABL Facility Secured Parties on the ABL Facility Priority LiensCollateral, but without regard to the existence of the Third junior Lien of the Junior Priority LiensCollateral Agents, on behalf of the Junior Priority Secured Parties on the ABL Facility Priority Collateral). (b) or (ii) the Third Lien None of any Term Loan Collateral Agent, any Term Loan Secured Party, any Junior Priority Collateral Agent or any other Third Lien Junior Priority Secured Party shall oppose or seek to challenge any claim by the ABL Facility Collateral Agent or any ABL Facility Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien ABL Facility Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Lien of the ABL Facility Collateral Agent on behalf of the ABL Facility Secured Parties on the Term Loan Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority senior Liens and Second Priority Liens on of the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Term Loan Secured Parties, agrees that no Second Lien but without regard to the existence of the junior liens of any Junior Priority Collateral Agent, on behalf of the Junior Priority Security Parties, on the Term Loan Priority Collateral) or the ABL Facility Priority Collateral (without regard to the existence of the junior Liens of the Term Loan Collateral Agent, on behalf of the Term Loan Secured Parties, or any Junior Priority Collateral Agent, on behalf of the Junior Priority Secured Parties, on the ABL Facility Priority Collateral). (c) None of the ABL Facility Collateral Agent, any ABL Facility Secured Party, the Term Loan Collateral Agents or any Term Loan Secured Party shall oppose or seek to challenge any claim by (i) the First Lien any Junior Priority Collateral Agent or any other First Lien Junior Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Junior Priority Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the First Junior Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens Secured Party’s Lien on the Collateral) or Term Loan Priority Collateral (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens on senior Lien of the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Term Loan Collateral Agent, for itself and Agents on behalf of the other Third Lien Term Loan Secured Parties and the ABL Facility Collateral Agent on behalf of the ABL Facility Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) as the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interestcase may be, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Term Loan Priority Collateral) or the ABL Facility Priority Collateral (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence senior Liens of the Third Priority LiensABL Facility Collateral Agent on behalf of the ABL Facility Secured Parties and the Term Loan Collateral Agents on behalf of the Term Loan Secured Parties, as the case may be, on the ABL Facility Priority Collateral).

Post-Petition Interest. (a) The First None of the Second Lien Collateral Agent, for itself and on behalf of the any other First Second Lien Secured PartiesParty, agrees that no First the Third Lien Collateral Agent or any other Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the any First Priority Liens (it being understood and agreed that such value shall be determined Lien Secured Party’s Lien, without regard to the existence of the Lien of the Second Priority Liens or Third Priority Liens Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral, and without regard to the existence of the Lien of the Third Lien Collateral Agent on behalf of the Third Lien Secured Parties on the Collateral. (b) or (ii) None of the First Lien Collateral Agent, any other First Lien Secured Party, the Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Agent or any other Second Lien Secured Party, or by the Third Lien Collateral Agent or any other Third Lien Secured Party, for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations or Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens Lien of the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens Lien Collateral), and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence Lien of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second on behalf of the Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to Parties on the extent of the value of the Second Priority Liens Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to Lien Collateral and the existence of the Third Priority Liens, on the Second Lien Collateral).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of Neither the other First Lien Secured Parties, agrees that no First Lien Term Loan/Notes Agents nor any Term Loan/Notes Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral ABL Agent or any other Second Lien ABL Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of such ABL Agent’s Lien on the ABL Priority Collateral, without regard to the existence of the Liens of the Term Loan/Notes Agents on behalf of the applicable Term Loan/Notes 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 any Term Loan/Notes Agent or any Term Loan/Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Term Loan/Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens of the Term Loan/Notes Agents on behalf of the applicable Term Loan/Notes Secured Parties on the ABL Priority Liens Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence Lien of the Third Priority Liens, ABL Secured Parties on the ABL Priority Collateral). (b) Neither the ABL Agent nor any ABL Secured Party shall oppose or (ii) the Third Lien Collateral seek to challenge any claim by any Term Loan/Notes Agent or any other Third Lien Term Loan/Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Term Loan/Notes Obligations consisting of post-petition interest, fees or expenses to the extent of the value of such Term Loan/Notes Agent’s Lien on the Term Loan/Notes 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/Notes Priority Collateral. Neither the Term Loan/Notes Agents nor any Term Loan/Notes Secured Party shall oppose or seek to challenge any claim by the ABL Agent or any ABL Table of Contents 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 Third Lien of the ABL Agent on behalf of the ABL Secured Parties on the Term Loan/Notes Priority Liens Collateral (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens Lien of the Term Loan/Notes Secured Parties on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Term Loan/Notes Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral AgentRepresentative, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by (i) the First Lien Collateral Agent Representative or any other First Lien Secured Party or the Super Senior Representative or any other Super Senior Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Secured Obligations or Super Senior Secured Obligations consisting of post-petition interest, fees fees, expenses or expenses indemnities to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding). (ca) The Third First Lien Collateral AgentRepresentative, for itself and on behalf of the other Third First Lien Secured Parties, agrees that no Third First Lien Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent Representative or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Secured Obligations consisting of post-petition interest, fees fees, expenses or expenses indemnities to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensLiens on the Collateral and the amount of the First Lien Secured Obligations secured thereby). The Super Senior Representative, but without regard for itself and on behalf of the other Super Senior Secured Parties, agrees that no Super Senior Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by the Second Lien Representative or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Secured Obligations consisting of post-petition interest, fees, expenses or indemnities to the existence extent of the Third value of the Second Priority Liens, Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens on the CollateralCollateral and the amount of the Super Senior Secured Obligations secured thereby).

Post-Petition Interest. (a) The Neither the Second Lien Collateral Agent nor any Second Lien Secured Party shall oppose, object to or seek to challenge any claim by the First Lien Collateral AgentAgent or any First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, for itself and fees, premiums, costs or expenses, without regard to the existence of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral, and neither the Second Lien Collateral Agent not any other Second Lien Secured Party shall oppose the positions taken by the First Lien Collateral Agent with respect to the value of First Lien Collateral. Regardless of whether any such claim for pre- or post-petition interest, fees, premiums, costs, expenses or other charges is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First Lien Secured Parties, agrees that no and is intended to provide the First Lien Secured Parties with the right, to receive payment of all post-petition interest, fees, premiums, costs, expenses or other charges through distributions from the Collateral made pursuant to the provisions of this Agreement even though such interest, fees, costs, expenses or other charges are not allowed or allowable against the bankruptcy estate of the Company or any other Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. (b) Neither the First Lien Collateral Agent nor any other First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Second Priority Liens Lien Collateral Agent on behalf of the Second Lien Secured Party on the Collateral (it being understood and agreed that such value shall be determined after taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Lien Collateral Second Priority Agent, for itself and on behalf of the other First Lien Second Priority Secured Parties, and the Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, each agrees that no First Lien Second Priority Secured Party or Third Priority Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral). (b) or (ii) The First Priority Agent, for itself and on behalf of the Third Lien Collateral other First Priority Secured Parties, agrees that the Second Priority Agent or any other Third Lien Second Priority Secured Party or the Third Priority Agent or any Third Priority Secured Party may make a claim for allowance in any Insolvency or Liquidation Proceeding of Second Priority Claims or Third Lien Obligations Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens or Third Priority Liens Liens; provided, however, that (it being understood and agreed that such value shall be determined by taking into account i) if the First Priority Liens and Secured Parties shall have made any such claim, such claim (A) shall have also have been approved or (B) shall have been approved prior to, or will be approved contemporaneous with, the approval of any such claim by any Second Priority Liens on the CollateralSecured Party or any Third Priority Secured Party and (ii) unless each First Priority Secured Party may oppose or seek to challenge any such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceedingclaim. (c) The After the Discharge of First Priority Claims, the Third Lien Collateral Priority Agent, for itself and on behalf of the other Third Lien Priority Secured Parties, agrees Parties agree that no Third Lien Priority Secured Party Party, shall oppose or seek to challenge any claim by (i) the First Lien Collateral Second Priority Agent or any other First Lien Second Priority Secured Party for allowance in any Insolvency insolvency or Liquidation Proceeding liquidation proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall will be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, Liens on the Collateral). The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, agree that the Third Priority Agent of any other Third Priority Secured Party may make a claim for allowance in any insolvency or liquidation proceeding of Third Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Claims; provided, however, that (i) if the Second Priority Secured Parties shall have made any such claim, such claim (A) shall have also have been approved or (B) will be approved contemporaneous with the approval of any such claim by any Third Priority Secured Party and (ii) each Second Priority Secured Party may oppose or seek to challenge any such claim.

Post-Petition Interest. (a) The First Lien Collateral Agenta. Each Pari Passu Representative, for itself and on behalf of itself and the other First Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the Subordinated Lien Secured Parties, agrees that no First Lien Secured Party none of them shall oppose or seek to challenge any claim by (i) the Second Lien Collateral any Revolving Credit Agent or any other Second Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of Revolving Credit Secured Obligations consisting of Post-Petition Interest, fees or expenses to the extent of (x) the value of the Lien on Revolving Credit Priority Collateral securing any Revolving Credit Secured Obligations, without regard to the existence of any Lien of the Pari Passu Representatives (on behalf of the Pari Passu Secured Parties) on the Revolving Credit Priority Collateral or the existence of any Lien of the Subordinated Lien Representatives (on behalf of the Subordinated Lien Secured Parties) on the Revolving Credit Priority Collateral and (y) the value of the Lien on Pari Passu Priority Collateral securing any Revolving Credit Secured Obligations, taking into account the existence of any Lien of the Pari Passu Representatives on behalf of the Pari Passu Secured Parties on any Pari Passu Priority Collateral. b. Each of the Revolving Credit Agents, on behalf of itself and the other Revolving Credit Claimholders, and the Subordinated Lien Representatives, on behalf of itself and the Subordinated Lien Secured Parties, agrees that none of them shall oppose or seek to challenge any claim by any Pari Passu Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Pari Passu Secured Obligations consisting of postPost-petition interestPetition Interest, fees or expenses to the extent of (x) the value of the Second Lien on Pari Passu Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority LiensCollateral securing any Pari Passu Secured Obligations, but without regard to the existence of any Lien of any Revolving Credit Agent (on behalf of the Third Priority Liens, on the CollateralRevolving Credit Claimholders) or the existence of any Lien of the Subordinated Lien Representatives (ii) for the Third Lien Collateral Agent or any other Third benefit of the Subordinated Lien Secured Party for allowance in Creditors) on any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of Pari Passu Priority Collateral and (y) the value of the Third Lien on any Revolving Credit Priority Liens (it being understood and agreed that such value shall be determined by Collateral securing any Pari Passu Secured Obligations, taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency existence of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and of any Revolving Credit Agent on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge Revolving Credit Claimholders on any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Revolving Credit Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)

Post-Petition Interest. (a) The First Each Second Lien Collateral Agent, for itself and on behalf of the its Related Second Lien Claimholders, agrees that neither it nor its Related Second Lien Claimholders shall oppose or seek to challenge (or join with any other Person opposing or challenging) any claim by any First Lien Collateral Agent or any other First Lien Secured Parties, agrees that no Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Secured Party Obligations consisting of Post-Petition Interest. Regardless of whether any such claim for Post-Petition Interest is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include, and does include, the “rule of explicitness,” and is intended to provide the First Lien Claimholders with the right to receive payment of all Post-Petition Interest through distributions made pursuant to the provisions of this Agreement even though such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of the Parent Borrower or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Debtor Relief Law. (b) Except to the extent otherwise provided herein, and subject to Section 6.3(b), neither any First Lien Collateral Agent nor any of its Related First Lien Claimholders shall oppose or seek to challenge any claim by (i) the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest so long as the First Lien Claimholders are receiving Post-Petition Interest in at least the same form being requested by the Second Lien Claimholders and then only to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or Collateral (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by after taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments amount of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or Obligations); provided however, that to the extent that any other such payments are later recharacterized as payments of principal by the applicable bankruptcy court, such payments shall, upon such recharacterization , be turned over to the First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Claimholders and applied to the First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral)accordance with Section 4.1 hereof.

Post-Petition Interest. (a) The Neither the Second Lien Collateral Agent nor any Second Lien Secured Party shall oppose or seek to challenge any claim by the First Lien Collateral AgentAgent or any First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of any First Lien Secured Party’s Lien, for itself and without regard to the existence of the Lien of the Second Lien Collateral Agent on behalf of itself and the other Second Lien Secured Parties on the Collateral. Regardless of whether any such claim for Post-Petition Interest is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First Lien Secured Parties, agrees that no and is intended to provide the First Lien Secured Parties with the right, to receive payment of all post-petition interest, fees and expenses through distributions made pursuant to the provisions of this Agreement event though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of the Company or any other Credit Party under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other insolvency law. (b) Neither the First Lien Collateral Agent nor any other First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence Lien of the Third Priority Liens, on the Collateral) or (ii) the Third Second Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by on the Collateral (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of after taking into account the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Until the Discharge of Priority Lien Collateral AgentObligations has occurred, for itself and on behalf none of the other First Parity Lien Secured Parties, agrees that no First Parties or Junior Lien Secured Party Parties shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Priority Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Priority Lien Obligations consisting of post-petition interest, fees or expenses to accrued thereon after the extent commencement of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liensany Insolvency or Liquidation Proceeding, but without regard to the existence of the Third Priority LiensLiens of the Parity Lien Collateral Trustee, on behalf of the Collateral) or (ii) Parity Lien Secured Parties, and the Third Junior Lien Collateral Agent Trustee, on behalf of the Junior Lien Secured Parties on the Shared Collateral. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Parity Lien Obligations, none of the Junior Lien Secured Parties shall oppose or seek to challenge any other Third claim by any Parity Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Parity Lien Obligations consisting of post-petition all interest, fees or expenses to accrued thereon after the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency commencement of any Insolvency or Liquidation Proceeding. (b) The Second Proceeding of the Parity Lien Collateral Agent, for itself and Trustee on behalf of the other Second Parity Lien Secured Parties, agrees that no Second Parties on the Shared Collateral or any other Parity Lien Secured Party Party’s Lien, without regard to the existence of the Liens of the Junior Lien Collateral Trustee, on behalf of the Junior Lien Secured Parties on the Shared Collateral. (c) Until the Discharge of Priority Lien Obligations has occurred, none of the Priority Lien Secured Parties shall oppose or seek to challenge any claim by (i) the First any Parity Lien Collateral Agent Secured Party or any other First Junior Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Parity Lien Obligations or Junior Lien Obligations consisting of post-petition all interest, fees or expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding to the extent of the value of the First Liens of the Parity Lien Collateral Trustee on behalf of the Parity Lien Secured Parties or of the Junior Lien Collateral Trustee on behalf of the Junior Lien Secured Parties on the Shared Collateral, as applicable. (d) Following the Discharge of Priority Liens (it being understood and agreed that such value shall be determined without regard Lien Obligations but prior to the existence Discharge of Parity Lien Obligations, none of the Second Priority Liens Parity Lien Secured Parties shall oppose or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or seek to challenge any other Third claim by any Junior Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Junior Lien Obligations consisting of post-petition all interest, fees or expenses to accrued thereon after the extent commencement of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First the Junior Lien Obligations consisting of post-petition interest, fees or expenses to the extent Collateral Trustee on behalf of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens Junior Lien Secured Parties on the Shared Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf None of the Collateral Trustee or any other First Second Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge challenge, or support any Person in challenging, any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Collateral securing the First Priority Liens (it being understood and agreed that such value shall be determined Lien Claimholders’ claim, without regard to the existence of the Lien of the Collateral Trustee on behalf of the Second Priority Liens or Third Priority Liens Lien Claimholders on the Collateral. (b) or (ii) The Collateral Trustee and the Third other Second Lien Collateral Agent or any other Third Lien Secured Party for allowance Claimholders may seek post-petition interest, fees and expenses and/or adequate protection payments in any Insolvency or Liquidation Proceeding of Third Proceeding, but the First Lien Obligations consisting of Collateral Agent and First Lien Claimholders may oppose or object to the same. If the Second Lien Claimholders receive post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash and/or adequate protection payments of interest during the pendency of any in an Insolvency or Liquidation Proceeding. (c) The Third , and the Discharge of First Lien Collateral Agent, for itself and on behalf Obligations does not occur upon the effectiveness of the other Third plan of reorganization for, or conclusion of, such Insolvency or Liquidation Proceeding, then the Second Lien Secured Parties, agrees that no Third Claimholders shall promptly pay over to the First Lien Secured Party shall oppose or seek Claimholders an amount equal to challenge any claim by the lesser of (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or and expenses to and/or adequate protection payments received by the extent Second Lien Claimholders (exclusive of any amounts based solely upon the value Escrow Property) and (ii) the amount of the First Priority Liens Lien Obligations remaining unpaid upon the effectiveness of the plan of reorganization or conclusion of such Insolvency or Liquidation Proceeding; provided that neither the Collateral Trustee nor any Parity Lien Representative shall have any obligation to collect any such interest, fees, expenses, payments or other amounts from any other Second Lien Claimholder (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Claimholders (other than the Collateral Agent or any other Second Trustee and the Parity Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding Representatives) shall have the obligation to pay over the amount of Second Lien Obligations consisting of post-petition such interest, fees fees, expenses, payments or expenses other amounts directly to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the CollateralLien Claimholders).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf None of the Collateral Trustee or any other First Second Lien Secured Parties, agrees that no First Lien Secured Party Claimholder shall oppose or seek to challenge challenge, or support any Person in challenging, any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Collateral securing the First Priority Liens (it being understood and agreed that such value shall be determined Lien Claimholders’ claim, without regard to the existence of the Lien of the Collateral Trustee on behalf of the Second Priority Liens or Third Priority Liens Lien Claimholders on the Collateral. (b) or (ii) The Collateral Trustee and the Third other Second Lien Collateral Agent or any other Third Lien Secured Party for allowance Claimholders may seek post-petition interest, fees and expenses and/or adequate protection payments in any Insolvency or Liquidation Proceeding of Third Proceeding, but the First Lien Obligations consisting of Collateral Agent and First Lien Claimholders may oppose or object to the same. If the Second Lien Claimholders receive post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash and/or adequate protection payments of interest during the pendency of any in an Insolvency or Liquidation Proceeding. (c) The Third , and the Discharge of First Lien Collateral Agent, for itself and on behalf Obligations does not occur upon the effectiveness of the other Third plan of reorganization for, or conclusion of, such Insolvency or Liquidation Proceeding, then the Second Lien Secured Parties, agrees that no Third Claimholders shall promptly pay over to the First Lien Secured Party shall oppose or seek Claimholders an amount equal to challenge any claim by the lesser of (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or and expenses to and/or adequate protection payments received by the extent of Second Lien Claimholders and (ii) the value amount of the First Priority Liens Lien Obligations remaining unpaid upon the effectiveness of the plan of reorganization or conclusion of such Insolvency or Liquidation Proceeding; provided that neither the Collateral Trustee nor any Parity Lien Representative shall have any obligation to collect any such interest, fees, expenses, payments or other amounts from any other Second Lien Claimholder (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Claimholders (other than the Collateral Agent or any other Second Trustee and the Parity Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding Representatives) shall have the obligation to pay over the amount of Second Lien Obligations consisting of post-petition such interest, fees fees, expenses, payments or expenses other amounts directly to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the CollateralLien Claimholders).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall oppose or seek to challenge any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or ), (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral), or (iii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens and the Second Priority Liens, but without regard to the existence of the other Third Priority Liens, on the Collateral).

Post-Petition Interest. (a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by (i) the Each Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Liens (it being understood Representative and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to the existence of the Third Priority Liens, on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesParties it represents, agrees that no Second Lien Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by (i) the any First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees fees, expenses or expenses charges to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Third Lien Collateral Agent or any other Third Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Priority Liens (it being understood and agreed that such value shall be determined by taking into account the First Priority Liens and Second Priority Liens on the Collateral) unless such claim is for cash payments of interest during the pendency of any Insolvency or Liquidation Proceeding). (cb) The Third Each First Lien Representative and First Lien Collateral Agent, for itself and on behalf of the other Third First Lien Secured PartiesParties it represents, agrees that no Third First Lien Secured Party shall oppose or seek to challenge (or support any other Person in opposing or challenging) any claim by (i) the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Priority Liens (it being understood and agreed that such value shall be determined without regard to the existence of the Second Priority Liens or Third Priority Liens on the Collateral) or (ii) the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any US Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees fees, expenses or expenses charges to the extent of the value of the Second Priority Liens (it being understood and agreed that such value shall be determined taking into account the First Priority Liens, but without regard to Liens on the existence Collateral and the amount of the Third Priority LiensFirst Lien Obligations secured thereby); provided that if the First Lien Agent or any other First Lien Secured Party shall have made any claim for post- [10] NTD: Unless otherwise consented to by the Applicable First Lien Representative, on bracketed text to be included if the Collateral)Initial Second Lien Obligations are obligations with respect to notes issued under a registered or Rule 144A offering or are otherwise widely distributed. petition interest, fees or expenses in respect of First Lien Obligations, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by a Second Lien Collateral Agent or any Second Lien Secured Party.