Common use of Superpriority Claims Clause in Contracts

Superpriority Claims. The DIP Obligations shall constitute allowed administrative expense claims with priority, under section 364(c)(1) of the Bankruptcy Code and otherwise, over all administrative expense claims, dimunition claims (including claims for adequate protection) and general unsecured claims and all other claims against the Debtors, now existing or hereafter 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, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113 and 1114 of the Bankruptcy Code (the “Superpriority Claims”), 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 be payable from and have recourse to all pre and post-petition property of the Debtors and all proceeds thereof. No costs or expenses of administration including, without limitation, professional fees allowed and payable under sections 328, 330 and 331 or other provisions of the Bankruptcy Code, that have been or may be incurred in these proceedings, or in any case(s) under chapter 7 of the Bankruptcy Code upon the conversion of any of the Cases or in any other proceedings related to any of the foregoing (any "Successor Cases”), and no priority claims to the Collateral are, or will be, senior to, prior to, or on a parity with the DIP Obligations, or with any other claims of the Lender arising hereunder.

Superpriority Claims. The DIP Obligations shall constitute allowed administrative expense claims In accordance with priority, under section 364(c)(1) of the Bankruptcy Code Code, the Securitization Program Obligations shall constitute allowed senior administrative claims against the Securitization Program Debtors (without the need to file any proof of claim) (the “Superpriority Claims”), on a joint and otherwiseseveral basis, with priority (except as otherwise provided herein) over any and all administrative expense expenses, adequate protection claims, dimunition claims (including claims for adequate protection) and general unsecured diminution claims and all other claims against the Securitization Program Debtors, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kinds kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or ordered pursuant to other claims arising under any other provisions of the Bankruptcy Code, including, but not limited to, sections 105, 326, 328, 330, 331, 503(a), 503(b), 506(c) (subject to entry of the Final Order), 507(a), 507(b), 546(c)546, 726, 1113 and or 1114 of the Bankruptcy Code (the “Superpriority Claims”)Code, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment; provided, which allowed claims however, that the Superpriority Claims shall be payable from subject only to the Carve Out (which shall be senior in priority in all respects to the Superpriority Claims granted hereunder), shall be pari passu solely with the DIP Superpriority Claims, and have recourse shall be senior to all pre and post-petition property the 507(b) Claims (as defined in the DIP Orders)]. For purposes of the Debtors and all proceeds thereof. No costs or expenses of administration including, without limitation, professional fees allowed and payable under sections 328, 330 and 331 or other provisions section 1129(a)(9)(A) of the Bankruptcy Code, the Superpriority Claims shall be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code and shall be payable from, and have recourse to, all prepetition and postpetition property of the Securitization Program Debtors and all proceeds thereof in accordance with the terms of this Interim Order. Other than as expressly provided herein, including with respect to the Carve Out and the DIP Superpriority Claims, no cost or expense for the administration of these Chapter 11 Cases that have has been or may be incurred in these proceedingsasserted against a Securitization Program Debtor under sections 105, 364(c)(1), 503(b), 506(c) or in any case(s507(b) under chapter 7 of the Bankruptcy Code upon or otherwise, including those resulting from the conversion of any of the these Chapter 11 Cases or in any other proceedings related pursuant to any section 1112 of the foregoing (any "Successor Cases”)Bankruptcy Code, and no priority claims to the Collateral are, or will be, shall be senior to, prior toor pari passu with, the Superpriority Claims of the Agent, the Investors or Audacy Receivables. The Agent shall be permitted to enforce on a parity with the DIP Obligations, or with derivative basis any other claims Superpriority Claims belonging to Audacy Receivables in respect of the Lender arising hereunderSecuritization Program Obligations. The Superpriority Claims shall be 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.

Superpriority Claims. The DIP Obligations shall constitute allowed administrative expense claims with priorityTo the extent set forth below, under section 364(c)(1pursuant to sections 503(b), 507(a), and 507(b) of the Bankruptcy Code Code, the Debtors grant the First Lien Secured Parties first ranking allowed superpriority administrative expense claims (the “Superpriority Claims”). Any Superpriority Claims shall be subject and otherwisesubordinate to the Carve Out, and shall be allowed claims against the applicable Debtors (jointly and severally) with priority over any and all administrative expense claims, dimunition claims (including claims for adequate protection) and general unsecured claims expenses and all other claims against the Debtors, such Debtors now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all other administrative expenses of the kinds kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or ordered pursuant to other claims arising under any other provision of the Bankruptcy Code, including, without limitation, sections 105, 326, 327, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113 and or 1114 of the Bankruptcy Code (the “Superpriority Claims”)Code, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual nonconsensual lien, levy levy, or attachment. The Superpriority Claims shall be payable from and have recourse to the proceeds of all Collateral, which provided that the Superpriority Claims shall have recourse to the proceeds of the Avoidance Actions subject to, and upon entry of, the Final Order. The allowed claims Superpriority Claims shall be payable from and have recourse to all pre Collateral and post-petition unencumbered pre- and postpetition property of the applicable Debtors (subject to the foregoing sentence and all proceeds thereoftheir respective ranking). No costs Other than the Carve Out, no cost or expenses expense of administration including, without limitation, professional fees allowed and payable under sections 328105, 330 and 331 or other provisions of the Bankruptcy Code, that have been or may be incurred in these proceedings503, or in any case(s) under chapter 7 507 of the Bankruptcy Code upon or otherwise, including any such cost or expense resulting from or arising after the conversion of any of the Chapter 11 Cases or in any other proceedings related to any under section 1112 of the foregoing (any "Successor Cases”)Bankruptcy Code, and no priority claims to the Collateral are, or will be, shall be senior to, prior toor pari passu with, or on a parity with the DIP Obligations, or with any other claims of the Lender arising hereunderSuperpriority Claims.

Superpriority Claims. The DIP Obligations shall constitute allowed administrative expense claims with priority, under (a) Pursuant to section 364(c)(1) of the Bankruptcy Code Code, all of the DIP Obligations shall constitute allowed claims (the “Superpriority Claims”) against the Debtor (without the need to file any proof of claim) with priority over any and otherwise, over all administrative expense claimsexpenses, dimunition diminution claims (including claims for adequate protectionall Adequate Protection Obligations (as defined below)) and general unsecured claims and all other claims against the DebtorsDebtor, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kinds kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or ordered pursuant to other claims arising under sections 105, 326, 328, 330, 331, 503(a)365, 503(b), 506(c), (subject only to and effective upon entry of the Final Order, to the extent therein approved), 507(a), 507(b), 546(c), 726, 1113 and or 1114 of the Bankruptcy Code (the “Superpriority Claims”)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 Superpriority Claims shall be payable from and have recourse to all pre pre- and post-petition postpetition property of the Debtors Debtor and all proceeds thereofthereof (but excluding all Avoidance Actions and Avoidance Proceeds (each as defined below), subject only to the payment of the Carve-Out to the extent specifically provided for herein. No costs or expenses of administration includingAny payments, without limitation, professional fees allowed and payable under sections 328, 330 and 331 distributions or other provisions proceeds received on account of such Superpriority Claims shall be promptly delivered to the DIP Agent to be applied or further distributed by the DIP Agent on account of the Bankruptcy Code, that have been or may DIP Obligations in such order as is specified in the DIP Documents. The Superpriority Claims shall be incurred in these proceedings, or in any case(sentitled to the full protection of section 364(e) under chapter 7 of the Bankruptcy Code upon in the conversion of event that this Interim Order or any of the Cases provision hereof is vacated, reversed or in any other proceedings related to any of the foregoing (any "Successor Cases”)modified, and no priority claims to the Collateral are, on appeal or will be, senior to, prior to, or on a parity with the DIP Obligations, or with any other claims of the Lender arising hereunderotherwise.

Superpriority Claims. The DIP Obligations shall constitute allowed administrative expense claims with priority, under Pursuant to section 364(c)(1) of the Bankruptcy Code and otherwiseCode, over all of the DIP Obligations shall constitute allowed senior administrative expense claims against each of the Debtors with priority over any and all other administrative expenses, adequate protection claims, dimunition diminution claims (including claims for adequate protectionall Adequate Protection First Liens and Adequate Protection Second Liens) and general unsecured claims and all other claims against the Debtors, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, including all administrative expenses of the kinds kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or ordered pursuant to other claims arising under sections 105, 326, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c)546, 726, 1113 and 1113, or 1114 of the Bankruptcy Code (the “DIP Superpriority Claims”), 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 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 shall be payable from and have recourse to all pre pre- and post-petition postpetition property of the Debtors and their estates and all proceeds thereof. No costs or expenses of administration , excluding Avoidance Actions (as defined below) but including, solely to the extent that all other DIP Collateral is insufficient to satisfy the DIP Claims secured by the DIP Liens as set forth in this Final Order, without limitation, professional fees allowed and payable under sections 328, 330 and 331 or other provisions of the Bankruptcy Code, that have been or may be incurred in these proceedings, or in any case(s) under chapter 7 of the Bankruptcy Code upon the conversion of any of the Cases or in any other proceedings related to any of the foregoing all Avoidance Proceeds (any "Successor Cases”as defined below), and no priority claims subject only to the Collateral are, or will be, senior to, prior to, or on a parity with the DIP Obligations, or with any other claims of the Lender arising hereunderCarve Out.

Superpriority Claims. The Subject and subordinate to the Carve-Out in all respects, upon entry of this Interim Order, the DIP Obligations shall constitute allowed administrative expense claims with priorityAgent, under on behalf of itself and the DIP Lenders, is hereby granted, pursuant to section 364(c)(1) of the Bankruptcy Code Code, allowed superpriority administrative expense claims in each of the Chapter 11 Cases and otherwiseany Successor Cases (collectively, the “DIP Superpriority Claims”) for all DIP Obligations (a) with priority over any and all administrative expense claims, dimunition claims (including claims for adequate protection) and general unsecured claims and all other unsecured claims against the DebtorsDebtors or their estates in any of their Chapter 11 Cases or any Successor Cases, now at any time existing or hereafter 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), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113 and 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 “Superpriority Claims”)rights of the Debtors and their estates, whether or not such expenses or claims may become secured by a judgment lien and any successor trustee or other non-consensual lien, levy or attachment, which allowed claims estate representative to the extent permitted by law. The DIP Superpriority Claims shall be payable from from, and have recourse to to, all pre prepetition and post-petition postpetition property of the Debtors and all proceeds thereof. No costs ; 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 expenses of administration including(y) the amounts held in the Professional Fees Account (as defined below), without limitationother than the Debtors’ reversionary interest therein, professional fees allowed and payable under sections 328if any, 330 and 331 or other provisions of after all Professional Fees benefitting from the Bankruptcy Code, that Carve-Out have been or may be incurred indefeasibly paid in these proceedingsfull, or in any case(s) under chapter 7 of the Bankruptcy Code upon the conversion of any of the Cases or in any other proceedings related to any of the foregoing (any "Successor Cases”), and no priority claims to the Collateral are, or will be, senior to, prior to, or on a parity with the DIP Obligations, or with any other claims of the Lender arising hereundercash.

Superpriority Claims. The DIP Obligations shall constitute allowed administrative expense claims with priority, under (a) Pursuant to section 364(c)(1) of the Bankruptcy Code Code, all of the DIP Obligations shall constitute allowed claims (the “Superpriority Claims”) against the Debtor (without the need to file any proof of claim) with priority over any and otherwise, over all administrative expense claimsexpenses, dimunition diminution claims (including claims for adequate protectionall Adequate Protection Obligations (as defined below)) and general unsecured claims and all other claims against the DebtorsDebtor, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kinds kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or ordered pursuant to other claims arising under sections 105, 326, 328, 330, 331, 503(a)365, 503(b), 506(c), (subject only to and effective upon entry of the Final Order, to the extent therein approved), 507(a), 507(b), 546(c), 726, 1113 and or 1114 of the Bankruptcy Code (the “Superpriority Claims”)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 Superpriority Claims shall be payable from and have recourse to all pre pre- and post-petition postpetition property of the Debtors Debtor and all proceeds thereofthereof (but excluding Avoidance Actions and, prior to entry of the Final Order, any Avoidance Proceeds), subject only to the payment of the Carve-Out to the extent specifically provided for herein. No costs or expenses of administration includingAny payments, without limitation, professional fees allowed and payable under sections 328, 330 and 331 distributions or other provisions proceeds received on account of such Superpriority Claims shall be promptly delivered to the DIP Agent to be applied or further distributed by the DIP Agent on account of the Bankruptcy Code, that have been or may DIP Obligations in such order as is specified in the DIP Documents. The Superpriority Claims shall be incurred in these proceedings, or in any case(sentitled to the full protection of section 364(e) under chapter 7 of the Bankruptcy Code upon in the conversion of event that this Interim Order or any of the Cases provision hereof is vacated, reversed or in any other proceedings related to any of the foregoing (any "Successor Cases”)modified, and no priority claims to the Collateral are, on appeal or will be, senior to, prior to, or on a parity with the DIP Obligations, or with any other claims of the Lender arising hereunderotherwise.