Common use of DIP Superpriority Claims Clause in Contracts

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1), all of the DIP Obligations shall constitute allowed senior administrative expense claims of the DIP Agents and the DIP Lenders, against each of the Debtors’ estates (the “DIP Superpriority Claims”), without the need to file any proof of 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, without limitation, all administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b), and over any and all administrative expenses or other claims arising under Bankruptcy Code sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 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 shall for the purposes of Bankruptcy Code section 1129(a)(9)(A) be considered administrative expenses allowed under Bankruptcy Code section 503(b) and which shall be payable from and have recourse to all prepetition and postpetition property of the Debtors and all proceeds thereof, including actions to recover property transferred pursuant to section 549 of the Bankruptcy Code and, upon entry of the Final Order, the proceeds of any other claims or causes of action arising under chapter 5 of the Bankruptcy Code (the “Avoidance Actions”) but including, solely upon entry of the Final Order, the proceeds of Avoidance Actions), subordinate only to the Carve Out; 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 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 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 363 of the Bankruptcy Code shall be subject to the terms and conditions of the Restructuring Support Agreement (as defined herein).

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1)) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed senior superpriority administrative expense claims of against the DIP Agents Debtors on a joint and the DIP Lenders, against each of the Debtors’ estates several basis (the “DIP Superpriority Claims”), without the need to file any proof of claim claim) with, to the fullest extent permitted under the Bankruptcy Code or request for payment of administrative expensesother applicable law, 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, without limitation, all administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b)) of the Bankruptcy Code, and over including any and all administrative expenses or other claims arising under Bankruptcy Code sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a) (other than section 507(a)(1)), 507(b), 726, 1113 or 1114 or otherwiseof 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 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 and all proceeds thereofthereof (excluding claims and causes of action under sections 502(d), including actions to recover property transferred pursuant to section 549 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code and(collectively, upon “Avoidance Actions”) but, subject to the entry of the Final Order, the including any proceeds of any other claims or causes of action arising under chapter 5 of the Bankruptcy Code property recovered, unencumbered or otherwise, from Avoidance Actions, whether by judgment, settlement or otherwise (the “Avoidance ActionsProceeds”)) but includingin accordance with the DIP Documents, solely upon entry of this Interim Order or the Final Order, the proceeds of Avoidance Actions), subordinate subject only to the Carve Out; provided that (x) the . The DIP Superpriority Claims arising under the DIP Revolving Credit Facility (the “DIP Revolving Superpriority Claims”) shall be senior entitled to the full protection of section 364(e) of the Bankruptcy Code 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 DIP Superpriority Claims arising under the DIP Term Loan Facility (the “DIP Term Superpriority Claims”507(b) 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 and subordinated 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 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 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 363 of the Bankruptcy Code shall be subject to the terms and conditions of the Restructuring Support Agreement (as defined herein)Carve Out.

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1), all All of the DIP Obligations shall shall, pursuant to section 364(c)(1) of the Bankruptcy Code, at all times constitute (without the need to file a proof of claim or to take any further action or file any further document or pleading with the Court or another court or governmental office) allowed senior joint and several superpriority administrative expense claims (the “DIP Superpriority Claims”) of the DIP Agents and the DIP LendersSecured Parties, against each of the Debtors’ estates (the “DIP Superpriority Claims”), without the need to file any proof of claim or request for payment of administrative expensesestates, with priority over any and all administrative expensesother obligations, adequate protection claimsliabilities, diminution claims indebtedness and all other claims against of the Debtors, whether now existing or hereafter arisingarising or incurred, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b), and over any and all administrative expenses or other claims of the Debtors of the kind specified in or arising under Bankruptcy Code sections 105, 326, 328, 330, 331, 503(b361, 362, 363, 364, 365, 503, 506 (subject to the entry of a Final DIP Order), 506(c)507, 507(a)546, 507(b552 (subject to the entry of a Final DIP Order), 726, 1113 1113, 1114, or 1114 or otherwiseany other provision of the Bankruptcy Code, 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 shall for whether now in existence or hereafter incurred by the purposes of Bankruptcy Code section 1129(a)(9)(A) be considered administrative expenses allowed under Bankruptcy Code section 503(b) and Debtors, which shall be payable from and have recourse to all prepetition and postpetition post-petition property of the Debtors and all proceeds thereof, and shall at all times be senior to all rights of 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 actions in paragraph 9 hereof with respect to recover property transferred pursuant to section 549 the Carve-Out, no costs or expenses of administration, including, without limitation, professional fees allowed and payable under sections 328, 330 and 331 of the Bankruptcy Code andCode, upon entry of or otherwise, that have been or may be incurred in these proceedings or in any Successor Cases, and no priority claims are, or will be, senior to, prior to or pari passu with the Final OrderDIP Liens, the proceeds of any other claims or causes of action arising under chapter 5 of the Bankruptcy Code (the “Avoidance Actions”) but including, solely upon entry of the Final Order, the proceeds of Avoidance Actions), subordinate only to the Carve Out; provided that (x) the DIP Superpriority Claims or any of the DIP Obligations, or with any other claims of the DIP Secured Parties arising hereunder or under the other 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)Documents, pari passu with the superpriority claims granted or otherwise 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 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 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 363 of the Bankruptcy Code shall be subject to the terms and conditions of the Restructuring Support Agreement (as defined herein)Facility.

DIP Superpriority Claims. Pursuant Subject and subordinate only to Bankruptcy Code section 364(c)(1)the Carve Out and in accordance with the priority set forth herein, all effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Obligations shall constitute Secured Parties) is hereby granted, pursuant to section 364(c)(1) of the Bankruptcy Code, an allowed senior superpriority administrative expense claims of the DIP Agents and the DIP Lenders, claim against each of the Debtors’ estates Debtors in each of the Chapter 11 Cases and any Successor Cases (collectively, the “DIP Superpriority Claims”), without the need to file any proof ) on account of claim or request for payment of administrative expensesall DIP Obligations, with priority over any and all administrative expenses, adequate protection claims, diminution expense claims and all other 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, without limitation, all administrative expenses of the kind kinds specified in Bankruptcy Code sections 503(b) and 507(b), and over any and all administrative expenses or other claims arising under Bankruptcy Code ordered pursuant to sections 105, 326, 327, 328, 330, 331, 503(b361, 362, 363, 364, 503(a), 506(c503(b), 507(a), 507(b), 546(c), 546(d), 726, 1113 1113, or 1114 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 shall for the purposes of Bankruptcy Code section 1129(a)(9)(A) be considered administrative expenses allowed under Bankruptcy Code section 503(b) and which shall be payable from and have recourse to all prepetition and postpetition property of the Debtors and all proceeds thereof, including actions to recover property transferred pursuant to section 549 of the Bankruptcy Code and, upon entry of the Final Order, the proceeds of or any other claims or causes of action arising under chapter 5 provision of the Bankruptcy Code (and any other claims against the “Avoidance Actions”DIP Loan Parties, including any 507(b) but including, solely upon entry of the Final Order, the proceeds of Avoidance Actions), subordinate only to the Carve OutClaims; 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 against the Debtors under any order approving the Postpetition 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) Program (the “Securitization OrderProgram Superpriority Claims”). The DIP Superpriority Claims shall, for purposes of section 1129(a)(9)(A) of the Bankruptcy Code, be considered administrative expenses allowed under sections 503(b) and (y507(a)(2) of the Bankruptcy Code. The DIP Term Superpriority Claims shall be 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 have recourse against each of the DIP Term Lenders and Prepetition First Lien Lenders to be paid in full 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), respectivelyDebtors, on the effective date of any plan of reorganization or as a precondition to approval of a sale under section 363 of the Bankruptcy Code shall be subject to the terms joint and conditions of the Restructuring Support Agreement (as defined herein)several basis.

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1), all of the DIP Obligations shall constitute allowed senior superpriority administrative expense claims of against the DIP Agents Borrower and the DIP Lenders, against each of the Debtors’ estates Guarantors on a joint and several basis (the “DIP Superpriority Claims”), without the need to file any proof of claim or request for payment of administrative expenses, claim) with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the DebtorsDIP Borrower and the Guarantors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b), ) and over 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 1113, or 1114 or otherwise(including the Adequate Protection Superpriority 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 shall (the “DIP Superpriority Claims”) shall, for the purposes of Bankruptcy Code section 1129(a)(9)(A) ), be considered administrative expenses allowed under Bankruptcy Code section 503(b) ), and which DIP Superpriority Claims shall be payable from from, and have recourse to to, all prepetition and postpetition property of the Debtors DIP Borrower and the Guarantors and all proceeds thereofthereof in accordance with the DIP Credit Agreement, including actions the other DIP Documents, and this Interim DIP Order, subject and subordinate only to recover property transferred pursuant to section 549 (a) payment in full of the Bankruptcy Code and, upon entry of superpriority administrative expense claims granted by certain Debtors under the Final Order, the proceeds of any other claims or causes of action arising under chapter 5 of the Bankruptcy Code Securitization Facilities Order (the “Avoidance Actions”) but including, solely upon entry of the Final Order, the proceeds of Avoidance Actions), subordinate only to the Carve Out; provided that (x) the DIP Superpriority Claims arising under the DIP Revolving Credit Facility (the “DIP Revolving Superpriority Securitization Facilities 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 which Superpriority Securitization Facilities Claims shall be 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 DIP Superpriority Claims, 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 inherein 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) if this Interim DIP Order or any provision hereof is vacated, reversed, or permitted by, this Interim Order and the Securitization Order, no other superpriority claims shall be granted or allowed in these Chapter 11 Casesmodified on appeal. Notwithstanding the grant of the DIP Superpriority Claims or anything else to the contrary contained hereinset forth herein or otherwise, the rights of the each DIP Term Lenders and Prepetition First Lien Lenders to be paid in full 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 363 of the Bankruptcy Code Lender shall be subject deemed to have consented to the terms and conditions of treatment set forth in the Restructuring Support Agreement Plan (as defined hereinin the RSA).

DIP Superpriority Claims. Pursuant Subject to Bankruptcy Code section 364(c)(1)the Carve Out and, all 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 Obligations shall constitute Secured Parties) is hereby granted, pursuant to section 364(c)(1) and 364(e) of the Bankruptcy Code, an allowed senior superpriority administrative expense claims claim in each of the DIP Agents Loan Parties’ Chapter 11 Cases and any Successor Cases thereof on account of the DIP Lenders, against each of the Debtors’ estates (the “DIP Superpriority Claims”), without the need to file any proof of claim or request for payment of administrative expensesObligations, with recourse to all DIP Collateral and 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, without limitation, all administrative expenses of the kind that are specified in Bankruptcy Code sections 503(b) and 507(b), and over any and all administrative expenses or other claims arising under Bankruptcy Code 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 or 1113, 1114 or otherwiseany other provisions of the Bankruptcy Code and any other claims against the DIP Loan Parties (the “DIP Superpriority Claims”). The DIP Superpriority Claims shall, 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 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) and which shall be payable from and have recourse to all prepetition and postpetition property of the Debtors and all proceeds thereof, including actions to recover property transferred pursuant to section 549 of the Bankruptcy Code and, upon entry Code. The DIP Superpriority Claims exist against each of the Final OrderDIP Loan Parties, on a joint and several basis. Notwithstanding anything contained herein or in any of the DIP Loan Documents to the contrary, the proceeds of DIP Superpriority Claims 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 Term Loan Adequate Protection Claims and any and all other administrative expense claims or other claims against the DIP Loan Parties or causes of action arising under chapter 5 of their estates, in the Bankruptcy Code DIP Loan Parties’ Chapter 11 Cases and any Successor Cases, and (B) with respect to recourse to the “Avoidance Actions”DIP Priority Collateral, (x) but including, solely upon entry of the Final Order, the proceeds of Avoidance Actions), subordinate junior only to the Carve Out; 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”), Out and (y) senior to all Adequate Protection Claims and any and all other administrative expense claims or other claims against the DIP Term Superpriority Claims shall be junior to Loan Parties or their estates in 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 DIP Loan Parties’ Chapter 11 Cases and any Successor 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 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 363 of the Bankruptcy Code shall be subject to the terms and conditions of the Restructuring Support Agreement (as defined herein).

DIP Superpriority Claims. Pursuant to Bankruptcy Code section 364(c)(1)) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed senior superpriority administrative expense claims of against the DIP Agents and the DIP Lenders, against each of the Debtors’ estates Debtors (the “DIP Superpriority Claims”), without the need to file any proof of claim or request for payment of administrative expenses, claim) 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, without limitation, including 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, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 1113, or 1114 or otherwiseof 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 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 thereofthereof (excluding claims and causes of action under sections 502(d), including actions to recover property transferred pursuant to section 549 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code andor applicable state-law equivalents (“Avoidance Actions”), upon 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 proceeds 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 any other claims or causes of action arising under chapter 5 section 364(e) of the Bankruptcy Code (including in the “Avoidance Actions”) but includingevent that this Interim Order or any provision hereof is vacated, solely upon entry of the Final Orderreversed or modified, the proceeds of Avoidance Actions), subordinate only to the Carve Out; provided that (x) the on appeal or otherwise. 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 junior senior to the superpriority claims granted in connection with the Securitization Credit 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 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 363 of the Bankruptcy Code shall be subject to the terms and conditions of the Restructuring Support Agreement (as defined herein)507(b) Claims.