Common use of DIP Superpriority Claims Clause in Contracts

DIP Superpriority Claims. Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtors (without the need to file any proof of claim) with priority over any and all claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 365, 503(b), 507(a), 507(b), 726, 1113, or 1114 of the Bankruptcy Code (including the Adequate Protection Obligations), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the “DIP Superpriority Claims”) shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition property of the Debtors (subject to any liens on such property, including the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) and all proceeds thereof (excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (“Avoidance Actions”), but including, subject to entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”)) in accordance with the DIP Documents and this Interim Order, subject only to (a) any valid, perfected, non-avoidable liens on such property and (b) the Carve Out. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) of the Bankruptcy Code including in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. The DIP Superpriority Claims shall be senior to the Credit Facility 507(b) Claims.

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1) of the Bankruptcy Code), all of the DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtors DIP Borrower and the Guarantors on a joint and several basis (without the need to file any proof of claim) with priority over any and all claims against the DebtorsDIP Borrower and the Guarantors, now existing or hereafter arising, of any kind whatsoever, including including, without limitation, all administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b) of the Bankruptcy Code, and any and all administrative expenses or other claims arising under Bankruptcy Code sections 105, 326, 327, 328, 330, 331, 362, 364, 365, 503(b), 506(c) (subject to Paragraph 19 herein), 507(a), 507(b), 726, 1113, or 1114 of the Bankruptcy Code (including the Adequate Protection ObligationsSuperpriority Claims (as defined below)), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy levy, or attachment, which allowed claims (the “DIP Superpriority Claims”) shall shall, for purposes of Bankruptcy Code section 1129(a)(9)(A) of the Bankruptcy Code ), be considered administrative expenses allowed under Bankruptcy Code section 503(b) of the Bankruptcy Code), and which DIP Superpriority Claims shall be payable from from, and have recourse to to, all prepetition and postpetition property of the Debtors (subject to any liens on such property, including DIP Borrower and the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) Guarantors and all proceeds thereof (excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (“Avoidance Actions”), but including, subject to entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”)) in accordance with the DIP Documents Credit Agreement, the other DIP Documents, and this Interim DIP Order, subject and subordinate only to (a) any validpayment in full of the superpriority administrative expense claims granted by certain Debtors under the Securitization Facilities Order (the “Superpriority Securitization Facilities Claims”), perfectedwhich Superpriority Securitization Facilities Claims shall be pari passu with the DIP Superpriority Claims, non-avoidable liens on such property and (b) payment in full of the Carve Out, which is senior in priority to the DIP Superpriority Claims, and provided that the DIP Superpriority Claims will have no recourse to the Carve Out Reserves, or the funds therein, except to the extent of any Carve Out Security Interest on the terms set forth herein after payment in full of the Carve Out. The DIP Superpriority Claims shall be entitled to the full protection of Bankruptcy Code section 364(e) of the Bankruptcy Code including in the event that if this Interim DIP Order or any provision hereof is vacated, reversed reversed, or modified, modified on appeal or otherwiseappeal. The Notwithstanding the grant of the DIP Superpriority Claims or anything else to the contrary set forth herein or otherwise, each DIP Lender shall be senior deemed to have consented to the Credit Facility 507(b) Claimstreatment set forth in the Plan (as defined in the RSA).

DIP Superpriority Claims. Pursuant All of the DIP Obligations shall, pursuant to section 364(c)(1) of the Bankruptcy Code, at all of the DIP Obligations shall times constitute allowed superpriority administrative expense claims against the Debtors (without the need to file any a proof of claimclaim or to take any further action or file any further document or pleading with the Court or another court or governmental office) allowed joint and several superpriority administrative expense claims (the “DIP Superpriority Claims”) of the DIP Secured Parties, against each of the Debtors’ estates, with priority over any and all other obligations, liabilities, indebtedness and other claims against of the Debtors, whether now existing or hereafter arisingarising or incurred, of any kind whatsoever, including all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Codeincluding, and without limitation, any and all administrative expenses or other claims of the Debtors of the kind specified in or arising under sections 105, 326, 328, 330, 331, 361, 362, 363, 364, 365, 503(b503, 506 (subject to the entry of a Final DIP Order), 507(a)507, 507(b546, 552 (subject to the entry of a Final DIP Order), 726, 1113, 1114, or 1114 any other provision of the Bankruptcy Code (including the Adequate Protection Obligations)Code, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, whether now in existence or hereafter incurred by the Debtors, which allowed claims (the “DIP Superpriority Claims”) shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition post-petition property of the Debtors (subject to any liens on such property, including the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) and all proceeds thereof (excluding claims thereof, and causes shall at all times be senior to all rights of action the Debtors, the Debtors’ estates, the other DIP Loan Parties, and any successor trustee, estate representative, or any creditor, in any of the Chapter 11 Cases or any Successor Case, and shall be subject only to the Carve-Out. Other than as expressly provided herein, including in paragraph 9 hereof with respect to the Carve-Out, no costs or expenses of administration, including, without limitation, professional fees allowed and payable under sections 502(d)328, 544, 545, 547, 548 330 and 550 331 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (“Avoidance Actions”), but including, subject to entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actionsthat have been or may be incurred in these proceedings or in any Successor Cases, whether by judgmentand no priority claims are, settlement or otherwise (“Avoidance Proceeds”)) in accordance will be, senior to, prior to or pari passu with the DIP Documents and this Interim OrderLiens, subject only to (a) any valid, perfected, non-avoidable liens on such property and (b) the Carve Out. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) or any of the Bankruptcy Code including DIP Obligations, or with any other claims of the DIP Secured Parties arising hereunder or under the other DIP Loan Documents, or otherwise in connection with the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. The DIP Superpriority Claims shall be senior to the Credit Facility 507(b) ClaimsFacility.

DIP Superpriority Claims. Pursuant Subject to the Carve Out and, in the case of the Other DIP Collateral, to the RBL Adequate Protection Claims and effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Secured Parties) is hereby granted, pursuant to section 364(c)(1) and 364(e) of the Bankruptcy Code, all of the DIP Obligations shall constitute an allowed superpriority administrative expense claims against claim in each of the Debtors (without DIP Loan Parties’ Chapter 11 Cases and any Successor Cases thereof on account of the need DIP Obligations, with recourse to file any proof of claim) with all DIP Collateral and priority over any and all claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including all administrative expenses of the kind that are specified in sections 503(b) and 507(b) of the Bankruptcy Code, and any and all administrative expenses or other claims arising under ordered pursuant to sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503(a), 503(b), 506(c), 507(a), 507(b), 726546(c), 1113, 1114 or 1114 any other provisions of the Bankruptcy Code (including and any other claims against the Adequate Protection Obligations), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims DIP Loan Parties (the “DIP Superpriority Claims”) shall ). The DIP Superpriority Claims shall, for purposes of section 1129(a)(9)(A) of the Bankruptcy Code Code, be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition property of the Debtors (subject to any liens on such property, including the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) and all proceeds thereof (excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (“Avoidance Actions”), but including, subject to entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”)) in accordance with the DIP Documents and this Interim Order, subject only to (a) any valid, perfected, non-avoidable liens on such property and (b) the Carve Out. The DIP Superpriority Claims shall be entitled exist against each of the DIP Loan Parties, on a joint and several basis. Notwithstanding anything contained herein or in any of the DIP Loan Documents to the full protection of section 364(e) of contrary, the Bankruptcy Code including in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. The DIP Superpriority Claims shall shall, at all times be (A) with respect to recourse to the Other DIP Collateral, (x) junior to the Carve Out, (y) junior to the RBL Adequate Protection Claims and (z) senior to the Credit Facility 507(bTerm Loan Adequate Protection Claims and any and all other administrative expense claims or other claims against the DIP Loan Parties or their estates, in the DIP Loan Parties’ Chapter 11 Cases and any Successor Cases, and (B) Claimswith respect to recourse to the DIP Priority Collateral, (x) junior only to the Carve Out and (y) senior to all Adequate Protection Claims and any and all other administrative expense claims or other claims against the DIP Loan Parties or their estates in the DIP Loan Parties’ Chapter 11 Cases and any Successor Cases.

DIP Superpriority Claims. Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtors on a joint and several basis (without the need to file any proof of claim) with with, to the fullest extent permitted under the Bankruptcy Code or other applicable law, priority over any and all claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and including any and all administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a) (other than section 507(a)(1)), 507(b), 726, 1113, 1113 or 1114 of the Bankruptcy Code (including the Adequate Protection Obligations), whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the “DIP Superpriority Claims”) shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition property of the Debtors (subject to any liens on such property, including the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) and all proceeds thereof (excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (collectively, “Avoidance Actions”), but including) but, subject to the entry of the Final Order, including any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”)) in accordance with the DIP Documents and Documents, this Interim Order or the Final Order, subject only to (a) any valid, perfected, non-avoidable liens on such property and (b) the Carve Out. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) of the Bankruptcy Code including in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise; provided, for the avoidance of doubt, that such DIP Superpriority Claims shall not have priority over claims of the type specified in section 507(a)(1) of the Bankruptcy Code. The DIP Superpriority Claims shall be pari passu in right of payment with one another and senior to the Credit Facility 507(b) ClaimsClaims (as defined herein), and subordinated to the Carve Out.

DIP Superpriority Claims. Pursuant Subject and subordinate only to the Carve Out and in accordance with the priority set forth herein, effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Secured Parties) is hereby granted, pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute an allowed superpriority administrative expense claims claim against each of the Debtors in each of the Chapter 11 Cases and any Successor Cases (without collectively, the need to file any proof “DIP Superpriority Claims”) on account of claim) all DIP Obligations, with priority over any and all administrative expense claims and unsecured claims against the DebtorsDebtors or their estates in any of the Chapter 11 Cases or any Successor Cases, now at any time existing or hereafter arising, of any kind or nature whatsoever, including all including, without limitation, administrative expenses of the kind kinds specified in sections 503(b) and 507(b) of the Bankruptcy Code, and any and all administrative expenses or other claims arising under ordered pursuant to sections 105, 326, 327, 328, 330, 331, 365361, 362, 363, 364, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726, 1113, or 1114 of the Bankruptcy Code (or any other provision of the Bankruptcy Code and any other claims against the DIP Loan Parties, including any 507(b) Claims; provided that the Adequate Protection Obligations), whether or not such expenses or DIP Superpriority Claims shall be pari passu with the superpriority claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims granted against the Debtors under any order approving the Postpetition Securitization Program (the “DIP Securitization Program Superpriority Claims”) shall ). The DIP Superpriority Claims shall, for purposes of section 1129(a)(9)(A) of the Bankruptcy Code Code, be considered administrative expenses allowed under section sections 503(b) and 507(a)(2) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition property of the Debtors (subject to any liens on such property, including the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) and all proceeds thereof (excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (“Avoidance Actions”), but including, subject to entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”)) in accordance with the DIP Documents and this Interim Order, subject only to (a) any valid, perfected, non-avoidable liens on such property and (b) the Carve Out. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) have recourse against each of the Bankruptcy Code including in the event that this Interim Order or any provision hereof is vacated, reversed or modifiedDebtors, on appeal or otherwise. The DIP Superpriority Claims shall be senior to the Credit Facility 507(b) Claimsa joint and several basis.

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1) of the Bankruptcy Code), all of the DIP Obligations shall constitute allowed superpriority senior administrative expense claims of the DIP Agents and the DIP Lenders, against each of the Debtors Debtors’ estates (the “DIP Superpriority Claims”), without the need to file any proof of claim) claim or request for payment of administrative expenses, with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including including, without limitation, all administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b) of the Bankruptcy Code), and over any and all administrative expenses or other claims arising under Bankruptcy Code sections 105, 326, 328, 330, 331, 365503(b), 503(b506(c), 507(a), 507(b), 726, 1113, 1113 or 1114 of the Bankruptcy Code (including the Adequate Protection Obligations)or otherwise, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the “DIP Superpriority Claims”) shall for the purposes of Bankruptcy Code section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under Bankruptcy Code section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all prepetition and postpetition property of the Debtors (subject to any liens on such property, including the Prepetition Credit Facility Liens, ranking senior to any liens on such property securing the DIP Superpriority Claims) and all proceeds thereof (excluding claims and causes of action under sections 502(d)thereof, 544, 545, 547, 548 and 550 including actions to recover property transferred pursuant to section 549 of the Bankruptcy CodeCode and, or any other avoidance actions under the Bankruptcy Code or applicable state-law equivalents (“Avoidance Actions”), but including, subject to upon entry of the Final Order, the proceeds of any proceeds other claims or property recovered, unencumbered or otherwise, from causes of action arising under chapter 5 of the Bankruptcy Code (the “Avoidance Actions”) but including, whether by judgment, settlement or otherwise (“Avoidance Proceeds”)) in accordance with solely upon entry of the DIP Documents and this Interim Final Order, subject the proceeds of Avoidance Actions), subordinate only to (a) any valid, perfected, non-avoidable liens on such property and (b) the Carve Out. The ; provided that (x) the DIP Superpriority Claims arising under the DIP Revolving Credit Facility (the “DIP Revolving Superpriority Claims”) shall be senior in right of payment to the DIP Superpriority Claims arising under the DIP Term Loan Facility (the “DIP Term Superpriority Claims”) and the First Lien Adequate Protection Superpriority Claims (as defined herein), pari passu with the superpriority claims granted in connection with the Securitization Facility pursuant to an order of the Bankruptcy Court reasonably acceptable to the Required DIP Revolving Lenders and the Required DIP Term Lenders (as defined herein) (the “Securitization Order”), and (y) the DIP Term Superpriority Claims shall be entitled junior to the superpriority claims granted in connection with the Securitization Facility pursuant to the Securitization Order, and pari passu with the First Lien Adequate Protection Superpriority Claims (which shall be pari passu with the Prepetition First Lien Obligations). Except as set forth in, or permitted by, this Interim Order and the Securitization Order, no other superpriority claims shall be granted or allowed in these Chapter 11 Cases. Notwithstanding anything to the contrary contained herein, the rights of the DIP Term Lenders and Prepetition First Lien Lenders to be paid in full protection in cash on account of their DIP Term Superpriority Claims and Prepetition First Lien Obligations (including any First Lien Adequate Protection Obligations in respect thereof), respectively, on the effective date of any plan of reorganization or as a precondition to approval of a sale under section 364(e) 363 of the Bankruptcy Code including in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. The DIP Superpriority Claims shall be senior subject to the Credit Facility 507(b) Claimsterms and conditions of the Restructuring Support Agreement (as defined herein).