Common use of Superpriority Claims Clause in Contracts

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. Subject and subordinate to the Carve-Out in all respectsOut, upon entry of this Interim Order, the DIP Agent, on its own behalf and on behalf of itself and the DIP LendersSecured Parties, 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 the 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 provided that such DIP Superpriority Claims shall not have recourse attach to Avoidance Actions (xbut shall attach to the proceed thereof, subject to entry of a Final Order) and the amounts deposited in granting of such DIP Superiority Claims shall not affect the Carve-Out Reserve Account (as defined belowtiming or scope of the waiver of the provisions of Section 506(c) in accordance with this Interim Order, or (y) of 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 cashBankruptcy Code set forth herein.

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 In accordance with section 364(c)(1) of the Bankruptcy Code, the Securitization Program Obligations shall constitute allowed superpriority senior administrative expense claims in each against the Securitization Program Debtors (without the need to file any proof of the Chapter 11 Cases and any Successor Cases claim) (collectively, the “DIP Superpriority Claims”) for all DIP Obligations (a) ), on a joint and several basis, with priority (except as otherwise provided herein) over any and all administrative expense expenses, adequate protection claims, diminution claims and unsecured all other claims against the Debtors or their estates in any of their Chapter 11 Cases or any Successor CasesSecuritization Program Debtors, at any time 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, 364, 503(a503(b), 503(b506(c) (subject to entry of the Final Order), 507(a), 507(b), 546(c), 546(d)546, 726, 1113, 1113 or 1114 of the Bankruptcy Code Code, whether or any not such expenses or claims may become secured by a judgment lien or other provision non-consensual lien, levy or attachment; provided, however, that the Superpriority Claims shall be 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 shall be senior to the 507(b) Claims (as defined in the DIP Orders)]. For purposes of 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 (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 Securitization Program Debtors and all proceeds thereof; providedthereof in accordance with the terms of this Interim Order. Other than as expressly provided herein, that, for including with respect to the avoidance of doubt, Carve Out and the DIP Superpriority Claims, no cost or expense for the administration of these Chapter 11 Cases that has been or may be asserted against a Securitization Program Debtor under sections 105, 364(c)(1), 503(b), 506(c) or 507(b) of the Bankruptcy Code or otherwise, including those resulting from the conversion of any of these Chapter 11 Cases pursuant to section 1112 of the Bankruptcy Code, shall be senior to, or pari passu with, the Superpriority Claims of the Agent, the Investors or Audacy Receivables. The Agent shall be permitted to enforce on a derivative basis any Superpriority Claims belonging to Audacy Receivables in respect of the Securitization Program Obligations. The Superpriority Claims shall not have recourse be entitled to (xthe full protection of section 364(e) of the amounts deposited Bankruptcy Code in the Carve-Out Reserve Account (as defined below) in accordance with event that this Interim OrderOrder or any provision hereof is vacated, reversed or (y) the amounts held in the Professional Fees Account (as defined below)modified, 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 cashon appeal or otherwise.

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 (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, allowed superpriority administrative expense claims in each all of the Chapter 11 Cases and any Successor Cases DIP Obligations shall constitute allowed claims (collectively, the “DIP Superpriority Claims”) for all DIP Obligations against the Debtor (awithout the need to file any proof of claim) with priority over any and all administrative expense expenses, diminution claims (including all Adequate Protection Obligations (as defined below)) and unsecured all other claims against the Debtors or their estates in any of their Chapter 11 Cases or any Successor CasesDebtor, at any time 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, 364365, 503(a503(b), 503(b506(c), (subject only to and effective upon entry of the Final Order, to the extent therein approved), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1113 or 1114 of the Bankruptcy Code Code, whether 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 not such expenses or claims may become secured by a judgment lien or other estate representative to the extent permitted by law. The DIP non-consensual lien, levy or attachment, which allowed Superpriority Claims shall be payable from, from and have recourse to, to all prepetition pre- and postpetition property of the Debtors Debtor and all proceeds thereof; providedthereof (but excluding all Avoidance Actions and Avoidance Proceeds (each as defined below), that, for subject only to the avoidance payment of doubt, the DIP Superpriority Claims shall not have recourse to (x) the amounts deposited in the Carve-Out Reserve Account to the extent specifically provided for herein. Any payments, distributions or other 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 DIP Obligations in such order as is specified in the DIP Documents. 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. (b) For purposes hereof, the “Carve-Out” means (i) all fees required to be paid pursuant to 28 U.S.C. §1930 and 31 U.S.C. §3717, (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an amount not to exceed $50,000, (iii) to the extent allowed at any time whether by interim order, procedural order, or otherwise, but subject in all respects to the Budget (as defined in the DIP Credit Agreement), all accrued and unpaid fees, disbursements, costs and expenses (“Professional Fees”) (other than any restructuring fee, sale fee or other success fee of any investment bankers or financial advisors of the Debtor (except the Debtor’s current financial advisor Moelis & Company engaged pursuant to its existing engagement letter with the Debtor) or the Creditors’ Committee (as defined below)), incurred by professionals or professional firms whose retention has been approved by the Court during this Case pursuant to sections 327 and 1103 of the Bankruptcy Code (collectively, “Professional Persons”) retained by the Debtor and the official committee of unsecured creditors appointed in accordance with this Interim OrderCase (the “Creditors’ Committee”), if any, at any time before or (y) on the amounts held in first business day following delivery by the Professional Fees Account DIP Agent of a Carve Out Trigger Notice (as defined below), other than to the Debtorsextent such Professional Fees are allowed by this Court whether by interim order, procedural order or otherwise, prior to or after delivery of a Carve Out Trigger Notice; and (iv) after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice, to the extent allowed by this Court whether by interim order, procedural order or otherwise, prior to or after delivery of a Carve Out Trigger Notice, all unpaid fees, disbursements, costs and expenses incurred by Professional Persons, in an aggregate amount not to exceed $2,500,000 (the amount set forth in this clause (iv) being the “Carve-Out Cap”); provided, however, that any use of the Prepetition Collateral, the Cash Collateral, the Collateral, the DIP Facility or borrowings thereunder, the Carve-Out, the Carve-Out Cap or any portion or proceeds of the foregoing, for any purpose, shall be subject in all respects to paragraph 19. For purposes of the foregoing, the term “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtor and its lead counsel, the U.S. Trustee and lead counsel to the Creditors’ reversionary interest thereinCommittee, if any, after all Professional Fees benefitting from which notice may be delivered following the occurrence and during the continuation of an Event of Default under the DIP Documents, expressly stating that the Carve-Out Cap is invoked and the Event of Default that is alleged to have been indefeasibly paid in full, in cashoccurred and be continuing.

Superpriority Claims. Subject and subordinate to 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 grantedextent set forth below, pursuant to section 364(c)(1sections 503(b), 507(a), and 507(b) of the Bankruptcy Code, the Debtors grant the First Lien Secured Parties first ranking 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 ). Any Superpriority Claims shall be subject and subordinate to the Carve Out, and shall be allowed claims against the applicable Debtors (ajointly and severally) with priority over any and all administrative expense claims expenses and unsecured all other claims against the such Debtors or their estates in any of their Chapter 11 Cases or any Successor Cases, at any time 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, 364, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726, 1113, or 1114 of the Bankruptcy Code Code, whether 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 not such expenses or claims may become secured by a judgment lien or other estate representative to the extent permitted by lawnonconsensual lien, levy, or attachment. The DIP Superpriority Claims shall be payable from, from and have recourse to the proceeds of all Collateral, 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 Superpriority Claims shall be payable from and have recourse to all prepetition Collateral and unencumbered pre- and postpetition property of the applicable Debtors (subject to the foregoing sentence and all proceeds thereof; providedtheir respective ranking). Other than the Carve Out, thatno cost or expense of administration under sections 105, for 503, or 507 of the avoidance Bankruptcy Code or otherwise, including any such cost or expense resulting from or arising after the conversion of doubtany of the Chapter 11 Cases under section 1112 of the Bankruptcy Code, shall be senior to, or pari passu with, 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 cashClaims.

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 Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed superpriority senior administrative expense claims in against each of the Chapter 11 Cases and any Successor Cases (collectively, the “DIP Superpriority Claims”) for all DIP Obligations (a) Debtors with priority over any and all other administrative expense expenses, adequate protection claims, diminution claims (including all Adequate Protection First Liens and unsecured Adequate Protection Second Liens) and all other claims against the Debtors or their estates in any of their Chapter 11 Cases or any Successor CasesDebtors, at any time 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, 364, 503(a503(b), 503(b506(c), 507(a), 507(b), 546(c), 546(d)546, 726, 1113, or 1114 of the Bankruptcy Code (the “DIP Superpriority Claims”), whether or any not such expenses or claims may become secured by a judgment lien or other provision non-consensual lien, levy or attachment, which allowed claims shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code and (bbe considered administrative expenses allowed under section 503(b) which shall at all times be senior to the rights of the Debtors and their estatesBankruptcy Code, and any successor trustee or other estate representative to the extent permitted by law. The DIP Superpriority Claims which shall be payable from, from and have recourse to, to all prepetition pre- and postpetition property of the Debtors and their estates 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 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 accordance with this Interim Final Order, or (y) the amounts held in the Professional Fees Account without limitation, all Avoidance Proceeds (as defined below), other than subject only to the Debtors’ reversionary interest therein, if any, after all Professional Fees benefitting from the Carve-Out have been indefeasibly paid in full, in cashCarve Out.

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 (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, allowed superpriority administrative expense claims in each all of the Chapter 11 Cases and any Successor Cases DIP Obligations shall constitute allowed claims (collectively, the “DIP Superpriority Claims”) for all DIP Obligations against the Debtor (awithout the need to file any proof of claim) with priority over any and all administrative expense expenses, diminution claims (including all Adequate Protection Obligations (as defined below)) and unsecured all other claims against the Debtors or their estates in any of their Chapter 11 Cases or any Successor CasesDebtor, at any time 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, 364365, 503(a503(b), 503(b506(c), (subject only to and effective upon entry of the Final Order, to the extent therein approved), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1113 or 1114 of the Bankruptcy Code Code, whether 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 not such expenses or claims may become secured by a judgment lien or other estate representative to the extent permitted by law. The DIP non-consensual lien, levy or attachment, which allowed Superpriority Claims shall be payable from, from and have recourse to, to all prepetition pre- and postpetition property of the Debtors Debtor and all proceeds thereof; providedthereof (but excluding Avoidance Actions and, thatprior to entry of the Final Order, for any Avoidance Proceeds), subject only to the avoidance payment of doubt, the DIP Superpriority Claims shall not have recourse to (x) the amounts deposited in the Carve-Out Reserve Account to the extent specifically provided for herein. Any payments, distributions or other 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 DIP Obligations in such order as is specified in the DIP Documents. 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. (b) For purposes hereof, the “Carve-Out” means (i) all fees required to be paid pursuant to 28 U.S.C. §1930 and 31 U.S.C. §3717, (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an amount not to exceed $50,000, (iii) to the extent allowed at any time whether by interim order, procedural order, or otherwise, but subject in all respects to the Budget (as defined in the DIP Credit Agreement), all accrued and unpaid fees, disbursements, costs and expenses (“Professional Fees”) (other than any restructuring fee, sale fee or other success fee of any investment bankers or financial advisors of the Debtor (except the Debtor’s current financial advisor Moelis & Company engaged pursuant to its existing engagement letter with the Debtor) or the Creditors’ Committee (as defined below)), incurred by professionals or professional firms whose retention has been approved by the Court during this Case pursuant to sections 327 and 1103 of the Bankruptcy Code (collectively, “Professional Persons”) retained by the Debtor and the official committee of unsecured creditors appointed in accordance with this Interim OrderCase (the “Creditors’ Committee”), if any, at any time before or (y) on the amounts held in first business day following delivery by the Professional Fees Account DIP Agent of a Carve Out Trigger Notice (as defined below), other than to the Debtorsextent such Professional Fees are allowed by this Court whether by interim order, procedural order or otherwise, prior to or after delivery of a Carve Out Trigger Notice; and (iv) after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice, to the extent allowed by this Court whether by interim order, procedural order or otherwise, prior to or after delivery of a Carve Out Trigger Notice, all unpaid fees, disbursements, costs and expenses incurred by Professional Persons, in an aggregate amount not to exceed $2,500,000 (the amount set forth in this clause (iv) being the “Carve-Out Cap”); provided, however, that none of the Prepetition Collateral, the Cash Collateral, the Collateral, the DIP Facility or borrowings thereunder, the Carve-Out or any portion or proceeds of the foregoing shall be used by any party in connection with (1) objecting to or contesting the validity or enforceability of the Interim Order or Final Order or any obligations outstanding under the DIP Documents or the Existing Agreements; (2) asserting or prosecuting any claims or defenses or causes of action against the DIP Agent, the DIP Lenders or their respective agents, affiliates, representatives, attorneys or advisors or preventing, hindering or otherwise delaying the DIP Agent’s or the DIP Lenders’ reversionary interest thereinassertion, enforcement or realization on the Collateral or Superpriority Claims once an Event of Default has occurred and is continuing in accordance with the DIP Documents and this Interim Order, provided that the Debtor may contest or dispute whether an Event of Default has occurred as provided for in paragraph 10 of this Interim Order; (3) seeking to modify any of the rights granted under the Interim Order or Final Order to the DIP Agent, any DIP Lender, the Prepetition Agent or any Prepetition Lender, or for any act which has the effect of materially or adversely modifying or compromising the rights and remedies of the DIP Agent or any DIP Lender as set forth in any DIP Documents or the Prepetition Agent or any Prepetition Lender as set forth in the Existing Agreements; (4) making any payment in settlement or satisfaction of any prepetition or administrative expense claim, unless in compliance with the DIP Documents and, with respect to the payment of any prepetition claim or non-ordinary course administrative expense claim, separately approved by the Court pursuant to a filing in form and substance acceptable to the DIP Agent and the Required Lenders (as defined in the DIP Credit Agreement), provided that the motions filed by the Debtor on the Petition Date shall be deemed to be so acceptable; (5) objecting to, contesting, delaying, preventing or interfering with in any way the exercise of rights and remedies by the DIP Agent and the DIP Lenders with respect to the Collateral once an Event of Default has occurred, provided that the Debtor may contest or dispute whether an Event of Default has occurred as provided for in paragraph 10 of this Interim Order; (6) except as expressly provided by the DIP Documents, making any payment or distribution to any affiliate, equity holder, or insider of the Debtor outside of the ordinary course of business; (7) using or seeking to use any insurance proceeds related to the Collateral except as permitted by the DIP Documents or otherwise with the consent of the DIP Agent and, to the extent provided in the DIP Credit Agreement, the DIP Lenders; or (8) a request, without the prior consent of the DIP Agent, and, to the extent provided in the DIP Credit Agreement, the DIP Lenders, for authorization to obtain debtor in possession financing pursuant to section 364(c) or (d) of the Bankruptcy Code that does not indefeasibly discharge in full in cash the DIP Obligations immediately upon the closing of such financing. For purposes of the foregoing, the term “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtor and its lead counsel, the U.S. Trustee and lead counsel to the Creditors’ Committee, if any, after all Professional Fees benefitting from which notice may be delivered following the occurrence and during the continuation of an Event of Default under the DIP Documents, expressly stating that the Carve-Out Cap is invoked and the Event of Default that is alleged to have been indefeasibly paid in full, in cashoccurred and be continuing.

Superpriority Claims. Subject and subordinate to the Carve-Out in all respectsThe DIP Obligations shall constitute allowed administrative expense claims with priority, upon entry of this Interim Order, the DIP Agent, on behalf of itself and the DIP Lenders, is hereby granted, pursuant to under section 364(c)(1) of the Bankruptcy CodeCode and otherwise, 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, dimunition claims (including claims for adequate protection) and general unsecured claims and unsecured all other claims against the Debtors or their estates in any of their Chapter 11 Cases or any Successor CasesDebtors, at any time 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, 364, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113, or 1113 and 1114 of the Bankruptcy Code (the “Superpriority Claims”), whether 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 not such expenses or claims may become secured by a judgment lien or other estate representative to the extent permitted by law. The DIP Superpriority Claims non-consensual lien, levy or attachment, which allowed claims shall be payable from, from and have recourse to, to all prepetition pre and postpetition post-petition property of the Debtors and all proceeds thereof; provided. No costs or expenses of administration including, thatwithout limitation, for professional fees allowed and payable under sections 328, 330 and 331 or other provisions of the avoidance Bankruptcy Code, that have been or may be incurred in these proceedings, or in any case(s) under chapter 7 of doubtthe 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 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 OrderObligations, or (y) with any other claims of 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 cashLender arising hereunder.