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 Bank Agent or any Bank Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Bank Priority Collateral securing any 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; (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 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 Bank Agent or any Bank Claimholder. (b) Neither the Bank Agent nor any other Bank 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 Bank Agent on behalf of the Bank 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such 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 Each Second Lien Collateral Agent, 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 Bank any First Lien Collateral Agent or any Bank other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any 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; (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 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) , 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 Bank Agent 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 Bank 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 the Bank Subject to Section 6.3(b), none of any First Lien Collateral Agent nor any other Bank Claimholder of its Related First Lien Claimholders shall oppose or seek to challenge: (i) challenge any claim by the Note any 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 postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Lien on the Note Priority of any Second Lien Collateral securing any Note Claimholder’s claimAgent, without regard to the existence of the Lien of the Bank Agent on behalf of the Bank 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 Bank Agent on behalf amount of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 (x) the Note Second-Lien Collateral Agent nor any Note Claimholder Second-Lien Creditor nor (y) the Third-Lien Collateral Agent nor any Third-Lien Creditor shall oppose or seek to challenge: (i) challenge any claim by the Bank First-Lien Collateral Agent or any Bank Claimholder First-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of Bank First-Lien Obligations consisting of post-petition interest, fees or expenses. Regardless of whether any such claim for post-petition interest, fees or expenses to is allowed or allowable, and without limiting the extent generality of the value of the Lien on the Bank Priority Collateral securing any 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; (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 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) , 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 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- all post-petition interest, fees or expenses payable through distributions made pursuant to the Bank Agent 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 Bank 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 Bank Third-Lien Collateral Agent nor any other Bank Claimholder Third-Lien Creditor shall oppose or seek to challenge: (i) challenge any claim by the Note Second-Lien Collateral Agent or any Note Claimholder Second-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of Note Second-Lien Obligations consisting of post-petition interest, fees or expenses. Regardless of whether any such claim for post-petition interest, fees or expenses to is allowed or allowable, and without limiting the extent generality 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 Bank Agent on behalf of the Bank 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 Bank Agent on behalf of the Bank 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 Second-Lien Creditors (after the Discharge of First-Lien Obligations 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 respect the right, to their rights in receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the Bank Priority Collateral in 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 Insolvency other Grantor under Section 502(b)(2) or Liquidation Proceeding if such Bank Priority Collateral Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. (c) Without limiting the foregoing, it is the source intention of payment of post- petition expenses payable the parties hereto that (and to the Note Agent or any Note Claimholdermaximum extent permitted by law the parties hereto agree that) (x) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor) and the Third-Lien Obligations (and the security therefor), (y) the Second-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the First-Lien Obligations (and the security therefor) and the Third-Lien Obligations (and the security therefor) and (z) the Third-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the First-Lien Obligations (and the security therefor) and the Second-Lien Obligations (and the security therefor).

Post-Petition Interest. (a) Neither the Note Agent Term Debt Trustee nor any Note other Term Debt Claimholder shall oppose or seek to challenge: (i) challenge any claim by the Bank ABL Agent or any Bank other ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Bank Priority Collateral securing any Bank ABL Claimholder’s claim; provided, 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 Bank Priority Collateral; provided that nothing contained in this Section 6.5(a6.6(a) prohibits the Note Agent Term Debt Trustee, on behalf of the Note Claimholders Term Debt 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 Fixed Asset Collateral in any Insolvency or Liquidation Proceeding if such Note Priority Fixed Asset Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the Bank ABL Agent or any Bank other ABL Agent Claimholder. (b) Neither the Bank ABL Agent nor any other Bank ABL Claimholder shall oppose or seek to challenge: (i) challenge any claim by the Note Agent Term Debt Trustee or any Note other Term Debt Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Term Debt 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 Term Debt Claimholder’s claim; provided, without regard to the existence of the Lien of the Bank Agent on behalf of the Bank 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(b6.6(b) prohibits the Bank Agent ABL Agent, on behalf of the Bank Claimholders 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 Bank Priority ABL Collateral in any Insolvency or Liquidation Proceeding if such Bank Priority ABL Collateral is the source of payment of post- post-petition interest, fees or expenses payable to the Note Agent Term Debt Trustee or any Note other Term Debt 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 Bank Senior Agent or any Bank Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any Bank 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) ); 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 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 Bank Agent or any Bank Claimholder2.4 hereof. (bc) Neither Without limiting the Bank Agent nor any other Bank 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 Bank Agent on behalf of the Bank 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such 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 Each Second Lien Collateral Agent, 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 Bank any First Lien Collateral Agent or any Bank other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any 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; (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 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) , 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 Bank Agent provisions of this Agreement even though such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of the Borrower or any Bank 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 the Bank Subject to Section 6.3(b), none of any First Lien Collateral Agent nor any other Bank Claimholder of its Related First Lien Claimholders shall oppose or seek to challenge: (i) challenge any claim by the Note any 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 postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Lien on the Note Priority of any Second Lien Collateral securing any Note Claimholder’s claimAgent, without regard to the existence of the Lien of the Bank Agent on behalf of the Bank 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 Bank Agent on behalf amount of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 Notes Agent nor any Note Notes Claimholder shall oppose or seek to challenge: (i) challenge any claim by the Bank ABL Agent or any Bank ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Bank Priority Collateral securing any Bank 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 Bank 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 Bank ABL Agent or any Bank ABL Loan Claimholder. (b) Neither the Bank ABL Agent nor any other Bank 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-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 Bank ABL Agent on behalf of the Bank 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(b6.6(b) prohibits the Bank ABL Agent on behalf of the Bank 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 Bank ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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. (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 Bank First Lien Collateral Agent or any Bank other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any 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; (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 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) , 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 Bank 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 Bank 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 Bank First Lien Collateral Agent nor any other Bank 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 postPost-petition interest, fees or expenses 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 Bank Agent Collateral Agent, on behalf of the Bank 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 Bank Agent on behalf amount of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 Agent Each Second Lien Collateral Agent, 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 Bank any First Lien Collateral Agent or any Bank other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any 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; (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 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) , 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 Bank 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 Bank 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 the Bank Subject to Section 6.3(b), none of any First Lien Collateral Agent nor any other Bank Claimholder of its Related First Lien Claimholders shall oppose or seek to challenge: (i) challenge any claim by the Note any 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 postPost-petition interest, fees or expenses Petition Interest to the extent of the value of the Lien on the Note Priority of any Second Lien Collateral securing any Note Claimholder’s claimAgent, without regard to the existence of the Lien of the Bank Agent on behalf of the Bank 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 Bank Agent on behalf amount of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 Agent Trustee nor any Note Claimholder the Subordinated Creditor shall oppose or seek to challenge: (i) challenge any claim by the Bank Senior Agent or any Bank Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any Bank 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) ); 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 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 Bank Agent or any Bank Claimholder2.4 hereof. (b) Neither the Bank Agent nor any other Bank 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 Bank Agent on behalf of the Bank 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such 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 Notes Agent nor any Note Claimholder shall oppose or seek to challenge: (i) challenge any claim by the Bank SCF Agent or any Bank SCF Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank SCF Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Bank Priority Collateral securing any Bank 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 Bank 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 Bank SCF Agent or any Bank SCF Loan Claimholder. (b) Neither the Bank SCF Agent nor any other Bank 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-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 Bank SCF Agent on behalf of the Bank SCF 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(b6.6(b) prohibits the Bank SCF Agent on behalf of the Bank 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 Bank Priority SCF Primary Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 Notes Agent nor any Note Claimholder shall oppose or seek to challenge: (i) challenge any claim by the Bank ABL Agent or any Bank ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Bank Priority Collateral securing any Bank 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 Bank 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 Bank ABL Agent or any Bank ABL Claimholder. (b) Neither the Bank ABL Agent nor any other Bank 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-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 Bank ABL Agent on behalf of the Bank 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(b6.6(b) prohibits the Bank ABL Agent on behalf of the Bank 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 Bank ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 Bank Revolving Credit Agent or any Bank Revolving Credit Claimholder for allowance allowance, in any Insolvency or Liquidation Proceeding with respect to any Grantor, including Holdings, of Bank Revolving Credit Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Bank Priority Collateral securing any Bank 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;. (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 Bank 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 Bank Agent or any Bank Claimholder. (b) Neither the Bank Agent nor any other Bank 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 Bank Agent on behalf of the Bank 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank 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 the Note Agent Trustee nor any Note Claimholder the Subordinated Creditor shall oppose or seek to challenge: (i) challenge any claim by the Bank Senior Agent or any Bank Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any Bank 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) ); 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 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 Bank Agent or any Bank Claimholder2.4 hereof. (bc) Neither Without limiting the Bank Agent nor any other Bank 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 Bank Agent on behalf of the Bank 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such 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 CHG nor any Note Claimholder other Junior Creditor nor any Specified Subordinated Creditor shall oppose or seek to challenge: (i) challenge any claim by the Bank Senior Collateral Agent or any Bank Claimholder other Senior Creditor for allowance in any Insolvency or Liquidation Proceeding of Bank 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 is expressly 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 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 Senior Collateral Agent nor any other Senior Creditor nor any Specified Subordinated Creditor shall oppose or seek to challenge any claim by CHG or any other Junior Creditor for allowance in any Insolvency or Liquidation Proceeding of CHG Lease 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 Junior Creditors and then only to the extent of the value of the Lien of CHG on behalf of the Junior Creditors on the Bank Priority Shared Collateral securing any Bank Claimholder’s claim, without regard to (after taking into account the existence value of the Lien of the Note Senior Collateral Agent on behalf of the Note Claimholders Senior Creditors on the Shared Collateral; (ii) ); 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 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 Bank Agent or any Bank Claimholder6 hereof. (bc) Neither Without limiting the Bank Agent nor any other Bank 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 Bank Agent on behalf of the Bank 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 CHG Lease 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such 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 Each Second Lien Collateral Agent, 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 Bank any First Lien Collateral Agent or any Bank other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Bank 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 Bank Priority Collateral securing any 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; (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 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) , 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 Bank Agent 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 Bank 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 Except to the Bank extent otherwise provided herein, and subject to Section 6.3(b), neither any First Lien Collateral Agent nor any other Bank Claimholder of its Related First Lien Claimholders shall oppose or seek to challenge: (i) challenge any claim by the Note any 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 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 Lien on the Note Priority of any Second Lien Collateral securing any Note Claimholder’s claimAgent, without regard to the existence of the Lien of the Bank Agent on behalf of the Bank Claimholders Second Lien Claimholders, on the Collateral; Collateral (ii) after taking into account the payment amount of the First Lien Obligations); provided however, that to the extent that any such expenses allowed 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 Claimholders and applied to the First Lien Obligations 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 Bank Agent on behalf of the 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 Bank Priority Collateral in any Insolvency or Liquidation Proceeding if such Bank Priority Collateral is the source of payment of post- petition expenses payable to the Note Agent or any Note Claimholder4.1 hereof.