Superpriority Nature of Obligations. All Obligations under the Loan Documents shall constitute allowed administrative expense claims in the Chapter 11 Cases against the Loan Parties with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code, including, but not limited to, Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b) and 726 of the Bankruptcy Code; provided that, the priority status of the Obligations and the Liens securing the same shall be subject to the Carve-Out and provided further that the respective priority of the First Out Obligations and the Last Out Obligations shall be as set forth in Section 2.20 and Section 6.02.
Superpriority Nature of Obligations. All obligations of the Debtors under this Note (including the obligation to pay principal, interest, fees, costs, charges, commissions and expenses) shall be paid as provided herein when due, without defense, offset, reduction or counterclaim, and shall constitute allowed claims to the full extent thereof against the Debtors arising under Section 364(c)(1) of the Bankruptcy Code, and senior to any and all other claims, including, without limitation, all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code; provided, however, that notwithstanding the foregoing, the DIP Super-Priority Claim shall be junior, subordinate, and subject to the Adequate Protection Claim, the Prepetition Senior Secured Debt, the Senior Lender Prepetition Liens, the Carve-Out, and the Adequate Protection Lien (all as defined in the Interim Order and the Final Borrowing Order). Subject to the Carve-Out, the Adequate Protection Liens (as defined in the Interim Order and the Final Borrowing Order), the Prepetition Senior Secured Debt (as defined in the Interim Order and the Final Borrowing Order) and the Adequate Protection Claim (as defined in the Interim Order and the Final Borrowing Order), the DIP Super-Priority Claim will at all times be senior to any unsecured claims of any creditor or other entity in this and any subsequent case under the Bankruptcy Code. With the exception of the Carve-Out, the Adequate Protection Liens, the Prepetition Senior Secured Debt, and the Adequate Protection Claim, no cost or expense of administration or any claims in this case, including those resulting from or incurred after any conversion of this case pursuant to Section 1112 of the Bankruptcy Code shall rank prior to, or on parity with, the DIP Super-Priority Claims.
Superpriority Nature of Obligations. All Obligations ----------------------------------- under the Financing Documents shall constitute allowed administrative expense claims in the Chapter 11 Cases against Borrowers with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code, including, but not limited to, Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b) and 726 of the Bankruptcy Code; provided that, the superpriority administrative claim status of the Obligations, and the Liens and security interests securing the same, shall be subject only to the "Carve-Out", consisting of: (i) unpaid professional fees and expenses incurred (x) prior to the date of the delivery of a notice from the Administrative Agent or Required Lenders to the Borrowers of the occurrence of an Event of Default and specifying that the limitation on professional fees and expenses referred to in the following clause (ii) is in effect (such notice being the "Carve-Out Notice") or (y) after the earlier of (1) such time as no Event of Default shall be continuing or (2) such time as such Carve-Out Notice shall be rescinded by the Administrative Agent at the direction of Required Lenders in their sole discretion, to the extent such fees and expenses described in this clause (i) are allowed by the Court in the Chapter 11 Cases (including on an interim basis and subject to final allowance), (ii) after and from the date of the delivery of a Carve-Out Notice, professional fees and expenses allowed by the Court in the Chapter 11 Cases (including on an interim basis and subject to final allowance) in an aggregate amount (determined without regard to fees and expenses incurred prior to the date of the delivery of such Carve-Out Notice and which are at any time allowed by the Court (including on an interim basis and subject to final allowance)) not to exceed $2,000,000 (for any period commencing at the time a Carve-Out Notice shall have been so delivered and ending at the earlier of (1) such subsequent time as no Event of Default shall be continuing and (2) such time as such Carve-Out Notice shall be rescinded by the Administrative Agent at the direction of Required Lenders in their sole discretion), and (iii) fees payable to the Clerk of the Court and to the United States Trustee pursuant to 28 U.S.C. (S)1930(a)(6).
Superpriority Nature of Obligations. All DIP Obligations of Company (x) shall be secured by first priority Liens in and security interests in the assets of Company pursuant to this Agreement and the DIP Collateral Documents and the Borrowing Orders, and (y) shall constitute allowed administrative expense claims in the Chapter 11 Cases with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code, including, but not limited to, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a) and 507(b) of the Bankruptcy Code; PROVIDED that, the priority status of the DIP Obligations and the Liens securing the same shall be subject to: (i) after and from the date of the occurrence of an Event of Default, professional fees and expenses allowed in the Chapter 11 Cases in an aggregate amount (determined without regard to fees and expenses awarded or otherwise paid on an interim basis) not to exceed $1,500,000, and (ii) fees payable to the clerk of the Court or the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6).
Superpriority Nature of Obligations. All Obligations under the Financing Documents ( ) shall constitute allowed administrative expense claims in the Chapter 11 Cases against the Borrower and the Guarantors that are Chapter 11 Parties with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code, including, but not limited to, Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b) and 726 of the Bankruptcy Code, ( ) shall at all times be secured by a perfected first priority Lien on all unencumbered property of the Borrower and the Guarantors, whether acquired before or after the Petition Date (other than causes of action arising solely under the Bankruptcy Code),
