Common use of Post-Petition Interest Clause in Contracts

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

Post-Petition Interest. (a) Neither the Note Second Lien Collateral Agent nor any Note other Second Lien Claimholder shall oppose oppose, object to, contest or seek to challenge:‌ challenge (ior join with or support any third party opposing, objecting to or contesting) any claim by the ABL First Lien Agent or any ABL Claimholder other First Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of ABL First Lien Obligations consisting of post-petition interest, fees fees, premiums, costs or expenses to the extent of the value of the Liens securing the First Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, Obligations (it being understood and agreed that such value shall be determined without regard to the existence existences of any Liens securing the Second Lien Obligations and that neither the Second Lien Collateral Agent nor any other Second Lien 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 pre- or post-petition interest, fees, premiums, costs, expenses or other charges is allowed or allowable, and without limiting the generality of the Lien of the Note Agent on behalf of the Note Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits the Note Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) , 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 respect the right, to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of receive payment of post- petition expenses payable to the ABL Agent or any ABL Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ (i) any claim by the Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- all post-petition interest, fees fees, premiums, costs, expenses or expenses other charges through distributions from the Collateral made pursuant to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in Agreement even though such interest, fees, costs, expenses or other charges are not allowed or allowable against the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is bankruptcy estate of the source of payment of post- petition expenses payable to Company, the Note Agent Parent or any Note Claimholderother 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.

Post-Petition Interest. (a) Neither the Note Notes Agent nor any Note Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL SCF Agent or any ABL SCF Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL SCF Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL SCF Claimholder’s claim, without regard to the existence of the Lien of the Note Notes Agent on behalf of the Note Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a6.6(a) prohibits the Note 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 Primary Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Primary Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the ABL SCF Agent or any ABL SCF Loan Claimholder. (b) Neither the ABL SCF Agent nor any other ABL SCF Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the Note Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- post-petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL SCF Agent on behalf of the ABL SCF Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i)Collateral; or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b6.6(b) prohibits the ABL SCF Agent on behalf of the ABL SCF 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 SCF Primary Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority SCF Primary Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the Note Notes Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Note Agent Trustee nor any Note Claimholder the Subordinated Creditor shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL Senior Agent or any ABL Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of ABL Senior 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 Senior Creditors, and is intended to provide the Senior 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 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 Senior Agent nor any other Senior Creditor shall oppose or seek to challenge any claim by the Trustee or any other Subordinated Creditor for allowance in any Proceeding of Subordinated Obligations consisting of post-petition interest, fees or expenses so long as the Senior Creditors are receiving post-petition interest, fees or expenses in at least the same form being requested by the Trustee and the Subordinated Creditor and then only to the extent of the value of the Lien of the Trustee on behalf of the Subordinated Creditor on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to (after taking into account the existence value of the Lien of the Note Senior Agent on behalf of the Note Claimholders Senior Creditors on the Collateral;‌ (ii) Collateral); provided, however, to the payment extent that any such payments are later recharacterized as payments of principal by the applicable bankruptcy court, such expenses allowed payments shall, upon such recharacterization, be turned over to the Senior Creditors and applied to the Senior Obligations in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits the Note Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post- petition expenses payable to the ABL Agent or any ABL Claimholder2.4 hereof. (bc) Neither Without limiting the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ foregoing, it is the intention of the parties hereto that (i) any claim by the Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- petition interest, fees or expenses and to the maximum extent of permitted by law the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (iiparties hereto agree that) the payment of such expenses allowed in accordance with Section 6.5(b)(iSenior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Obligations (and the security therefor); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note Claimholder.

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

Post-Petition Interest. (a) Neither the Note Agent Trustee nor any Note Claimholder the Subordinated Creditor shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL Senior Agent or any ABL Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of ABL Senior 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 Table of Contents of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the Senior Creditors, and is intended to provide the Senior 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 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 Senior Agent nor any other Senior Creditor shall oppose or seek to challenge any claim by the Trustee or any other Subordinated Creditor for allowance in any Proceeding of Subordinated Obligations consisting of post-petition interest, fees or expenses so long as the Senior Creditors are receiving post-petition interest, fees or expenses in at least the same form being requested by the Trustee and the Subordinated Creditor and then only to the extent of the value of the Lien of the Trustee on behalf of the Subordinated Creditor on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to (after taking into account the existence value of the Lien of the Note Senior Agent on behalf of the Note Claimholders Senior Creditors on the Collateral;‌ (ii) Collateral); provided, however, to the payment extent that any such payments are later recharacterized as payments of principal by the applicable bankruptcy court, such expenses allowed payments shall, upon such recharacterization, be turned over to the Senior Creditors and applied to the Senior Obligations in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits the Note Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post- petition expenses payable to the ABL Agent or any ABL Claimholder2.4 hereof. (bc) Neither Without limiting the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ foregoing, it is the intention of the parties hereto that (i) any claim by the Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- petition interest, fees or expenses and to the maximum extent of permitted by law the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (iiparties hereto agree that) the payment of such expenses allowed in accordance with Section 6.5(b)(iSenior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Obligations (and the security therefor); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Note Notes Agent nor any Note Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Note Notes Agent on behalf of the Note Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a6.6(a) prohibits the Note Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the ABL Agent or any ABL Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the Note Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- post-petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i)Collateral; or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the Note Notes Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Note Noteholder Collateral Agent nor any Note Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL Revolving Credit Agent or any ABL Revolving Credit Claimholder for allowance allowance, in any Insolvency or Liquidation Proceeding with respect to any Grantor, including Holdings, of ABL Revolving Credit Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Revolving Credit Claimholder’s claim, without regard to the existence of the Lien of the Note Noteholder Collateral Agent on behalf of the Note Claimholders on the Collateral;‌Collateral. (iib) Neither the payment Revolving Credit Agent nor any other Revolving Credit Claimholder shall oppose or seek to challenge any claim by the Noteholder Collateral Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding with respect to Holdings of such Note Obligations consisting of post-petition interest, fees or expenses allowed in accordance with Section 6.5(a)(i); or (iii) to the payment extent of such interest the value of the Lien securing any Note Claimholder’s claim, but only after deducting the value of the Lien of the Revolving Credit Agent on behalf of the Revolving Credit Claimholders on the Collateral and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateralto the extent after giving effect thereto the Note Claimholders are oversecured; provided that nothing contained in this Section 6.5(a6.6(b) prohibits the Note Revolving Credit Agent on behalf of the Note Revolving Credit Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding with respect to any Grantor if such Note 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 ABL Claimholder shall oppose or seek to challenge:‌ (i) any claim by the Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- post-petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Noteholder Collateral Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither Subject to the Note provisions of this Section 6.6, neither the Second-Lien Collateral Agent nor any Note Claimholder other Second-Lien Creditor shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL First-Lien Collateral Agent or any ABL Claimholder other First-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of ABL First-Lien Obligations consisting of post-petition interest, fees or expenses other than on the basis that the value of (i) the Collateral (other than the ATA Collateral) plus (ii) the residual value of the ATA Collateral after taking into account the full amount of the Second-Lien Obligations does not exceed the amount of the First-Lien Obligations; provided, however, to the extent that any such payments are made to the First-Lien Creditors in respect of the value of the Lien on ATA Collateral and are later recharacterized as payments of principal by the ABL Priority Collateral securing any ABL Claimholder’s claimapplicable bankruptcy court, without regard such payments shall, upon such recharacterization, be turned over to the existence of Second-Lien Creditors and applied to the Second-Lien of the Note Agent on behalf of the Note Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed Obligations in accordance with Section 6.5(a)(i); or (iii) 8.3 hereof. Subject to the payment foregoing, regardless of whether any such interest claim for post-petition interest, fees or expenses is allowed or allowable, and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits without limiting the Note Agent on behalf generality of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under 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 from the Collateral (other than from the ATA Collateral except as otherwise provided herein) with respect to their rights in the Note Priority Collateral in any Insolvency of all post-petition interest, fees or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post- petition expenses payable through distributions made pursuant to the ABL Agent provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of Parent or any ABL Claimholderother 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 ABL First-Lien Collateral Agent nor any other ABL Claimholder First-Lien Creditor shall oppose or seek to challenge:‌ (i) challenge any claim by the Note Second-Lien Collateral Agent or any Note Claimholder other Second-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of Note Second-Lien Obligations consisting of post- post-petition interest, fees or expenses so long as either (x) the First-Lien Creditors are receiving post-petition interest, fees or expenses in at least the same form being requested by the Second-Lien Creditors; provided, however, to the extent that any such payments are made to the Second-Lien Creditors in respect of the value of the Lien on Collateral (other than the Note Priority Collateral securing any Note Claimholder’s claimvalue of the ATA Collateral) and are later recharacterized as payments of principal by the applicable bankruptcy court, without regard such payments shall, upon such recharacterization, be turned over to the existence of First-Lien Creditors and applied to the First-Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed Obligations in accordance with Section 6.5(b)(i); or4 hereof or (y) the Second-Lien Creditors are receiving post-petition interest, fees or expenses based on the value of the ATA Collateral. (iiic) Without limiting the foregoing, it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the payment of such interest First-Lien Obligations (and fees allowed in accordance with Section 6.5(b)(ithe security therefor) solely constitute a separate and distinct class (and separate and distinct claims) from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf of Second-Lien Obligations (and the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note Claimholdersecurity therefor).

Post-Petition Interest. (a) Neither the Note The Second Lien Collateral Agent and each Second Lien Representative, for itself and on behalf of its Related Second Lien Claimholders, agrees that neither it nor any Note Claimholder its Related Second Lien Claimholders shall oppose or seek to challenge:‌ challenge (ior join with any other Person opposing or challenging) any claim by the ABL First Lien Collateral Agent or any ABL other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL First Lien Obligations consisting of postPost-petition interestPetition Interest. Regardless of whether any such claim for Post-Petition Interest is allowed or allowable, fees or expenses to and without limiting the extent generality of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Note Agent on behalf of the Note Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits the Note Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) , this Agreement expressly is intended to include, and does include the “rule of explicitness,” and is intended to provide the First Lien Claimholders with respect the right to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of receive payment of post- petition expenses payable all Post-Petition Interest through distributions made pursuant to the ABL Agent provisions of this Agreement even though such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of any Borrower or any ABL Claimholderother 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) Neither Subject to Section 6.3(b), none of the ABL First Lien Collateral Agent nor any other ABL Claimholder of the First Lien Claimholders shall oppose or seek to challenge:‌ (i) challenge any claim by the Note Second Lien Collateral Agent or any Note other Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Second Lien Obligations consisting of post- petition interest, fees or expenses Post-Petition Interest to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Second Lien of the ABL Agent Collateral Agent, on behalf of the ABL Claimholders Second Lien Claimholders, on the Collateral;‌ Collateral (ii) after taking into account the payment of such expenses allowed in accordance with Section 6.5(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf amount of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note ClaimholderFirst Lien Obligations).

Post-Petition Interest. (a) Neither the Note Term Collateral Agent nor any Note Claimholder Term Loan Secured Party shall oppose or seek to challenge:‌challenge: (i) any claim by the ABL Collateral Agent or any ABL Claimholder Secured Party for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of (1) the value of the Lien on the ABL Priority Collateral securing any ABL ClaimholderSecured Party’s claim, without regard to the existence of the Lien of the Note Term Collateral Agent on behalf of the Note Claimholders Term Loan Secured Parties on the Collateral;‌ABL Priority Collateral and (2) the value of the Lien on the Term Priority Collateral securing any ABL Secured Party’s claim, after taking into account the existence of the Lien of the Term Collateral Agent on behalf of the Term Loan Secured Parties on the Term Priority Collateral; (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i6.6(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i6.6(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a6.6(a) prohibits the Note Term Collateral Agent on behalf of the Note Claimholders Term Loan Secured Parties 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 Term Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Term Priority Collateral is the source of payment of post- post-petition expenses payable to the ABL Collateral Agent or any ABL ClaimholderSecured Party. (b) Neither the ABL Collateral Agent nor any other ABL Claimholder Secured Party shall oppose or seek to challenge:‌challenge: (i) any claim by the Note Term Collateral Agent or any Note Claimholder Term Loan Secured Party for allowance in any Insolvency or Liquidation Proceeding of Note Term Loan Obligations consisting of post- post-petition interest, fees or expenses to the extent of (1) the value of the Lien on the Note Term Priority Collateral securing any Note ClaimholderTerm Loan Secured Party’s claim, without regard to the existence of the Lien of the ABL Collateral Agent on behalf of the ABL Claimholders Secured Parties on the Collateral;‌Term Priority Collateral and (2) the value of the Lien on the ABL Priority Collateral securing any Term Secured Party’s claim, after taking into account the existence of the Lien of the ABL Collateral Agent on behalf of the ABL Secured Parties on the ABL Priority Collateral; (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i6.6(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i6.6(b)(i) solely from Proceeds of Note Term Priority Collateral Collateral; provided that nothing contained in this Section 6.5(b6.6(b) prohibits the ABL Collateral Agent on behalf of the ABL Claimholders Secured Parties from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- post-petition expenses payable to the Note Term Collateral Agent or any Note ClaimholderTerm Loan Secured Party.

Post-Petition Interest. (a) Neither the Note Agent Trustee nor any Note Claimholder the Subordinated Creditor shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL Senior Agent or any ABL Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of ABL Senior 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 Senior Creditors, and is intended to provide the Senior 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 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 Senior Agent nor any other Senior Creditor shall oppose or seek to challenge any claim by the Trustee or any other Subordinated Creditor for allowance in any Proceeding of Subordinated Obligations consisting of post-petition interest, fees or expenses so long as the Senior Creditors are receiving post-petition interest, fees or expenses in at least the same form being requested by the Trustee and the Subordinated Creditor and then only to the extent of the value of the Lien of the Trustee on behalf of the Subordinated Creditor on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to (after taking into account the existence value of the Lien of the Note Senior Agent on behalf of the Note Claimholders Senior Creditors on the Collateral;‌ (ii) Collateral); provided, however, to the payment extent that any such payments are later recharacterized as payments of principal by the applicable bankruptcy court, such expenses allowed payments shall, upon such recharacterization, be turned over to the Senior Creditors and applied to the Senior Obligations in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits the Note Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post- petition expenses payable to the ABL Agent or any ABL Claimholder2.4 hereof. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ (i) any claim by the Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Note Notes Collateral Agent nor any Note Claimholder shall oppose or seek to challenge:‌challenge: (i) any claim by the ABL Agent Revolving Collateral AgentLender or any ABL Revolving Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Revolving Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Revolving Priority Collateral securing any ABL Revolving Claimholder’s claim, without regard to the existence of the Lien of the Note Notes Collateral Agent on behalf of the Note Claimholders on the Collateral;‌Collateral; (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i6.8(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i6.8(a)(i) solely from Proceeds of ABL Revolving Priority Collateral; provided that nothing contained in this Section 6.5(a6.8(a) prohibits the Note Notes Collateral Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Notes Priority Collateral is the source of payment of post- post-petition expenses payable to the ABL Agent Revolving Collateral AgentLender or any ABL Revolving Claimholder. (b) Neither the ABL Agent Revolving Collateral AgentLender nor any other ABL Revolving Claimholder shall oppose or seek to challenge:‌challenge: (i) any claim by the Note Notes Collateral Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- post-petition interest, fees or expenses to the extent of the value of the Lien on the Note Notes Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent Revolving Collateral AgentLender on behalf of the ABL Revolving Claimholders on the Collateral;‌Collateral; (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i6.8(b)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i6.8(b)(i) solely from Proceeds of Note Notes Priority Collateral provided that nothing contained in this Section 6.5(b6.8(b) prohibits the ABL Agent Revolving Collateral AgentLender on behalf of the ABL 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 ABL Revolving Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Revolving Priority Collateral is the source of payment of post- post-petition expenses payable to the Note Notes Collateral Agent or any Note Claimholder.

Post-Petition Interest. (a) Neither the Note Notes Agent nor any Note Notes Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Note Notes Agent on behalf of the Note Notes Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a6.6(a) prohibits the Note Notes Agent on behalf of the Note Notes Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Notes Priority Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the ABL Agent or any ABL Loan Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ (i) challenge any claim by the Note Notes Agent or any Note Notes Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Notes Obligations consisting of post- post-petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Notes Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;‌ (ii) the payment of such expenses allowed in accordance with Section 6.5(b)(i)Collateral; or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained in this Section 6.5(b6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the Note Notes Agent or any Note Notes Claimholder.

Post-Petition Interest. Each Additional First Lien Secured Party shall be deemed to have agreed that the Collateral Agent shall be entitled to seek or request (aand to have waived any 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) Neither shall seek or request, the Note Agent nor any Note Claimholder shall oppose or seek to challenge:‌ allowance and/or current payment (iincluding in the form of adequate protection payments) any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Credit Agreement Obligations consisting of post-petition interest, fees fees, or expenses to the extent of the value of the any First Lien on the ABL Priority Collateral securing any ABL Claimholder’s claimObligations, without regard to the existence of the Lien Liens of any of the Note Additional First Lien Secured Parties (or the Liens held by the Collateral Agent on behalf of the Note Claimholders their behalf) on the Collateral;‌ (ii) the payment of Shared Collateral and with such expenses allowed in accordance with Section 6.5(a)(i); or (iii) the payment of such interest and fees allowed in accordance with Section 6.5(a)(i) solely from Proceeds of ABL Priority Collateral; provided that nothing contained in this Section 6.5(a) prohibits the Note Agent on behalf of the Note Claimholders from seeking adequate protection (value to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Note Priority Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Collateral is the source of payment of post- petition expenses payable to the ABL Agent or any ABL Claimholder. (b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:‌ (i) any claim by the Note Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post- petition interest, fees or expenses to the extent of the value of the Lien on the Note Priority Collateral securing any Note Claimholder’s claim, be determined specifically without regard to the existence of the Lien Liens of any of the ABL Agent on behalf of the ABL Claimholders Additional First Lien Secured Parties on the Collateral;‌ (ii) Shared Collateral. Where the Controlling Secured Party has directed the Collateral Agent to seek or request the allowance and/or current payment of such Credit Agreement Obligations consisting of post-petition interest, fees, or expenses allowed to the extent of value of any First Lien Obligations in accordance with Section 6.5(b)(i); or (iii) any Insolvency or Liquidation Proceeding, in the payment of such interest and fees allowed in accordance with Section 6.5(b)(i) solely from Proceeds of Note Priority Collateral provided that nothing contained manner set forth in this Section 6.5(b) prohibits 2.12, the ABL Collateral Agent on behalf may also request the allowance and/or current payment of the ABL Claimholders from seeking adequate protection (Additional First Lien Obligations consisting of post-petition interest, fees, or expenses to the extent it has not already done so under of value of any First Lien Obligations (with regard to the amount of the Credit Agreement Obligations), subject in all respects to the other provisions of this Agreement, including the provisions of the preceding sentence of this Section 2.12 and the provisions of Section 2.01(a) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note Claimholderand Section 2.11.