Superpriority Claims. An order of the Bankruptcy Court shall be entered granting any Superpriority Claim (other than the Carve-Out) in any of the Cases of the Debtors that is pari passu with or senior to the claims of the Agent, the Collateral Agent and the Lenders against the Borrower or any other Loan Party hereunder or under any of the other Loan Documents or under any of the Orders, or any Debtor takes any action seeking or supporting the grant of any such claim, except as expressly permitted hereunder; or
Superpriority Claims. An application shall be filed by any Debtor for the approval of (i) any other Superpriority Claim or Lien, or an order of the Bankruptcy Court shall be entered granting any other Superpriority Claim or Lien (other than the Carve Out), in any of the Cases of the Debtors that is pari passu with or senior to the claims (as such word is defined in the Bankruptcy Code) or Liens of the Collateral Agent, the Lenders and the other Secured Parties against the Borrower or any other Credit Party hereunder or under any of the other Credit Documents (including the adequate protection Liens and claims provided for in the Orders) or (ii) any Liens senior or pari passu with (A) the Liens under the Prepetition Secured Debt or (B) the adequate protection Liens granted on account of the Primed Liens, or there shall arise or otherwise be granted any such pari passu or senior Superpriority Claim or senior Lien, in each case other than adequate protection Liens granted by the Bankruptcy Court pursuant to the Orders and otherwise reasonably acceptable to the Required Lenders; or
Superpriority Claims. Subject and subordinate to the Carve-Out in all respects, upon entry of this Interim Order, the DIP Agent, on behalf of itself and the DIP Lenders, is hereby granted, pursuant to section 364(c)(1) of the Bankruptcy Code, allowed superpriority administrative expense claims in each of the Chapter 11 Cases and any Successor Cases (collectively, the “DIP Superpriority Claims”) for all DIP Obligations (a) with priority over any and all administrative expense claims and unsecured claims against the Debtors or their estates in any of their Chapter 11 Cases or any Successor Cases, at any time existing or arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 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 (b) which shall at all times be senior to the rights of the Debtors and their estates, and any successor trustee or other estate representative to the extent permitted by law. The DIP Superpriority Claims shall be payable from, and have recourse to, all prepetition and postpetition property of the Debtors and all proceeds thereof; provided, that, for the avoidance of doubt, the DIP Superpriority Claims shall not have recourse to (x) the amounts deposited in the Carve-Out Reserve Account (as defined below) in accordance with this Interim Order, or (y) the amounts held in the Professional Fees Account (as defined below), other than the Debtors’ reversionary interest therein, if any, after all Professional Fees benefitting from the Carve-Out have been indefeasibly paid in full, in cash.
Superpriority Claims. Prior to the Exit Facility Conversion Date, incur, create, assume, suffer to exist or permit any other Superpriority Claim that is pari passu with or senior to the claims of the Agents and the Secured Parties against the Loan Parties except with respect to the Carve-Out.
Superpriority Claims. No Credit Party shall create or permit to exist any Superpriority Claim other than Superpriority Claims permitted by the DIP Order (including the Carve-Out).
Superpriority Claims. The Credit Parties shall not create or permit to exist any superpriority claim (including any superpriority administrative claim and all other benefits and protections allowable under Sections 507(b) and 503(b)(1) of the Bankruptcy Code) other than with respect to the Prepetition Secured Debt or the Obligations or as expressly permitted in writing by the Lenders.
Superpriority Claims. No Debtor will create or permit to exist any Superpriority Claim other than Superpriority Claims permitted by the DIP Orders and the orders approving the “first day” motions in respect of the Bankruptcy Cases.
Superpriority Claims. Each Borrower Party hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations will have superpriority administrative expense status as expressly set forth in the DIP Orders.
Superpriority Claims. The Borrower shall not, and shall not permit any Restricted Subsidiary to, incur, create, assume, suffer to exist or permit any other Superpriority Claim pari passu with or senior to the claims of the Secured Parties against the Debtors except with respect to the Carve Out.
Superpriority Claims. (a) Pursuant to Section 364(c)(1) of the Code, all of the Debtors' obligations and indebtedness arising under or in respect of the Financing and the Documents (including without limitation in respect of overdrafts referred to in Section _____ of the DIP Credit Agreement)(the "DIP OBLIGATIONS") shall constitute obligations of the Debtors with priority over any and all administrative expenses of the kind specified in Sections 503(b) and 501(b) of the Code, and over any and all administrative expenses or other claims under Sections 105, 326, 328, 330, 331, 506(c), 507(a), 546(c) or 726 of the Code (the "SUPERPRIORITY CLAIMS"), subject only in the event of the occurrence of a Default or an Event of Default (each as defined in the DIP Credit Agreement) to the payment of the Carve Out (as hereinafter defined).
(b) For purposes hereof, the "Carve-Out" means an amount equal to the sum of (x) in the event of the occurrence and during the continuance of a Default or an Event of Default (each as defined in the Agreement) or an event that would constitute a Default or an Event of Default with the giving of notice or lapse of time or both, the allowed and unpaid professional fees and disbursements incurred by the Debtor and by any statutory committee (each, a "COMMITTEE") appointed in the Cases in an aggregate amount not in excess of the sum of (i) $2.5 million; plus (ii) the amount certified to the Administrative Agent by the Debtors in the last Borrowing Base (to be defined in the Agreement) prior to a Default or an Event of Default as constituting the then unpaid professional fees and disbursements incurred by the Debtors and the Committee, plus (y) the payment of fees pursuant to 28 U.S.C. Section 1930 and to the Clerk of the Court, PROVIDED HOWEVER that so long as no Default or Event of Default or an event which with the giving of notice or lapse of time or both would constitute a Default or an Event of Default shall have occurred and be continuing, the Debtors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Code, as the same may be due and payable, and any such compensation and expenses previously paid prior to the occurrence of a Default or Event of Default shall not be applied against the Carve-Out. No portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfe...
