All proceeds of Loans, and any Cash Collateral that is proceeds of ABL Priority Collateral that is permitted to be used by Borrowers pursuant to the DIP Financing Orders, shall be used by Borrowers during the pendency of the Chapter 11 Cases in accordance with the DIP Financing Orders, including the Carve-Out and the DIP Budget (subject to Permitted Variances and any additional restrictions on the use of such proceeds and any such Cash Collateral set forth in the DIP Financing Orders), but excluding (x) payment of any Pre-Petition Term Loan Obligations or any Term DIP Obligations and (y) any payment, loan, advance, intercompany advance, transfer, or any other remittance whatsoever to any Borrower's Affiliate that is not a Borrower other than in payment for purchases of inventory in the Ordinary Course of Business of Borrowers; provided , however , in no event shall proceeds of Loans be used to pay Professional Fees or the fees and expenses of any Person incurred in connection with the assertion of or joinder in any Claim, counterclaim, action, contested matter, objection, defense or other proceeding, the purpose of which is to seek or the result of which would be to obtain any order, judgment, declaration, or similar relief (i) asserting a Claim against or seeking damages, whether under any state, federal or foreign Laws, from Agent, any Lender, the Pre-Petition Agent or any Pre-Petition Lender, or any of their respective officers, directors, consultants, Agent, attorneys or employees, on account of any alleged Claim arising on, before or after the Petition Date, including, without limitation, a Claim for lender liability or pursuant to Section 105 or Chapter 5 of the Bankruptcy Code; (ii) invalidating, setting aside, avoiding or subordinating, in whole or in part, (A) any of the Obligations or Pre-Petition Obligations, or (B) any of the Liens granted to Agent under any of the Credit Documents or to the Pre-Petition Agent under any of the Pre-Petition Credit Documents, or to either of them under the DIP Financing Orders; (iii) declaring any of the Credit Documents or Pre-Petition Credit Documents to be invalid, not binding or unenforceable in any respect; (iv) attempting to modify or restrict any of the rights or remedies granted to any of the Lender Parties under any of the Credit Documents, the DIP Financing Orders, any other order of the Court, or applicable Laws; (v) attempting to prevent, enjoin, hinder or otherwise delay Agent's or the Pre-Petition Agent's enforcement of any of the Credit Documents or the Pre-Petition Credit Documents, or any realization upon any Collateral or any Pre-Petition Collateral, as applicable (unless such enforcement or realization is in direct violation of an explicit provision in any of the DIP Financing Orders or other than to seek a determination by the Court that an Event of Default has not occurred or is not continuing); (vi) declaring any Liens granted or purported to be granted under any of the Credit Documents or Pre-Petition Credit Documents to have a priority other than the priority set forth therein or in the DIP Financing Orders; (vii) objecting to the amount or method of calculation by Agent, any Lender, the Pre-Petition Agent, or any Pre-Petition Lender of the Pre-Petition Obligations or any of the Obligations, or any accounting rendered by Agent, any Lender, the Pre-Petition Agent, or any Pre-Petition Lender with respect to any of those obligations (excluding good-faith calculation disputes); (viii) seeking to use the cash proceeds of any of the ABL Priority Collateral other than as authorized by the DIP Financing Orders, without the prior written consent of the Pre-Petition Lenders or Lenders, as applicable; (ix) paying any amount on account of any Claims arising before the commencement of the Chapter 11 Cases unless such payments are approved by an order of the Bankruptcy Court; or (x) after the occurrence and during the continuance of an Event of Default and delivery of written notice, paying any success, completion, back-end or similar fees (other than to the included in the Carve-Out). Nothing in this Section 6.08 shall be construed to waive Agent's right to object to any requests, motions or applications made in or filed with the Court, including any applications for interim or final allowances of Professional Fees.