Common use of Superpriority Nature of Secured Obligations Clause in Contracts

Superpriority Nature of Secured Obligations. All Secured Obligations shall constitute administrative expenses of the Borrowers in the Chapter 11 Case with priority under Section 364(c) of the Bankruptcy Code over any and all other administrative expenses of the kind specified in, among other Sections, Sections 105, 503(b) and 507(b) of the Bankruptcy Code, subject and subordinate only to the following (hereafter referred to as the "Carve-Out Expenses"): fees and disbursements incurred on and after the Petition Date by professionals retained pursuant to court order in the Chapter 11 Case pursuant to Section 327 or Section1103 of the Bankruptcy Code by the Borrowers or the Committee, and any statutorily mandated costs and fees of the Clerk of the Court and the United States Trustee with respect to the Chapter 11 Case, up to a maximum aggregate amount unpaid on the Termination Date not to exceed $500,000 (such dollar amount being referred to herein as the "Carve-Out Amount"), provided that the Carve-Out Amount shall be increased to $1,000,000 following the entry of the Final Order and the expiration of any applicable periods for appeal with respect thereto, and upon such increase not requiring the Borrowers to repay Revolving Credit Loans pursuant to SECTION 2.3(B) hereof (determined without regard to fees and expenses which may be awarded and paid on an interim basis or any pre-petition retainer paid to Debtors' counsel in connection with or related to the Chapter 11 Case), The Carve-Out Expenses shall not include any other claims that are or may be senior to or pari passu with any of the Carve-Out Expenses or any professional fees and expenses of a Chapter 7 trustee and the Carve-Out Expenses shall not include any fees or disbursements related to the preparation for, or commencement or prosecution of, any claims or proceedings against the Agent or any Secured Creditor or their claims or security interests in or Liens on, the Collateral whether under this Agreement or on account of any Secured Creditor's claims existing prior to the Petition Date. Other than the Senior Claims and the Carve-Out Expenses, no other claim having a priority superior or pari passu to that granted to the Agent, the Issuing Bank and the Lenders by the Interim Order or the Final Order shall be granted or approved while any Secured Obligations under this Agreement remain outstanding.

Superpriority Nature of Secured Obligations. All Secured Obligations under any of the Loan Documents shall constitute administrative expenses of the Borrowers in the Chapter 11 Case Cases with priority under Section 364(c364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified in, among other Sectionsothers, Sections 105, 503(b) 326, 330,331, 503 and 507(b507 of the Bankruptcy Code, and shall also have priority over any claims arising under Section 506(c) of the Bankruptcy Code, subject and subordinate only to the following (hereafter referred to as the "Carve-Out Expenses"): following: fees and disbursements incurred on and after the Petition Date by professionals retained pursuant to court order in the Chapter 11 Case Cases pursuant to Section 327 or Section1103 1103 of the Bankruptcy Code by any Borrower or any statutory committee appointed in any of the Borrowers Chapter 11 Cases or as identified on Schedule 4.9 hereto, or an examiner appointed pursuant to Section 1104 of the CommitteeBankruptcy Code, and any statutorily mandated costs and fees of the Clerk of the Court and the United States Trustee with respect to the Chapter 11 CaseCases, up to a maximum aggregate amount unpaid on the Termination Date not to exceed Five Hundred Thousand Dollars ($500,000 (500,000); such dollar amount being referred to herein as the "Carve-Out Amount"), provided that the Carve-Out Amount shall be increased to $1,000,000 following the entry of the Final Order and the expiration of any applicable periods for appeal with respect thereto, and upon such increase not requiring the Borrowers to repay Revolving Credit Loans pursuant to SECTION 2.3(B) hereof (determined without regard to fees and expenses which may be awarded and paid on an interim basis or any pre-petition retainer paid to Debtors' counsel in connection with or related to basis) provided, that the Chapter 11 Case), The Carve-Out Expenses shall not include any other claims that are or may be senior to or pari passu with any of the Carve-Out Expenses or any professional fees and expenses of a Chapter 7 trustee trustee; and provided further that the Carve-Out Expenses Amount shall not include include, apply to or be available for any fees or disbursements related expenses incurred by any party, including any official committee of unsecured creditors that may be appointed in these cases, in objecting to the preparation foror contesting in any manner, or commencement in raising any defenses to, the validity, extent, perfection, priority or prosecution ofenforceability of the Prepetition Indebtedness or the Postpetition Obligations or any mortgages, liens or security interests with respect thereto or any other rights or interest of the Agent and the Lenders, or in asserting any claims or proceedings causes of action, including, without limitation, any actions under chapter 5 of the Bankruptcy Code, against the Agent or any Secured Creditor or their claims or security interests the Lender, provided nothing herein bars the use of the funds in or Liens on, the Collateral whether under this Agreement or on account of any Secured Creditor's claims existing prior to the Petition Date. Other than the Senior Claims and the Carve-Out Expenses, no other claim having a priority superior or pari passu Amount to that granted investigate such matters. The foregoing shall not be construed as consent to the Agentallowance of any fees and expenses referred to above and shall not affect the right of the Debtors, the Issuing Bank and the Lenders by the Interim Order Agent or the Final Order shall be granted or approved while any Secured Obligations under this Agreement remain outstandingLender to object to the allowance and payment of such amounts. 1.

Superpriority Nature of Secured Obligations. All Secured Obligations shall constitute administrative expenses of the Borrowers in the Chapter 11 Case with priority under Section 364(c) of the Bankruptcy Code over any and all other administrative expenses of the kind specified in, among other Sections, Sections 105, 503(b) and 507(b) of the Bankruptcy Code, subject and subordinate only to (i) Permitted Liens, (ii) Senior Claims, and (iii) the following (hereafter referred to as the "Carve-Out Expenses"): fees and disbursements incurred on and after the Petition Date by professionals retained pursuant to court order in the Chapter 11 Case pursuant to Section 327 or Section1103 Section 1103 of the Bankruptcy Code by the Borrowers or the Committee, and any statutorily mandated costs and fees of the Clerk of the Court and the United States Trustee with respect to the Chapter 11 Case, up to a maximum aggregate amount unpaid on the Termination Date not to exceed $500,000 (such dollar amount being referred to herein as the "Carve-Out Amount"), provided that the Carve-Out Amount shall be increased to $1,000,000 following the entry of the Final Order and the expiration of any applicable periods for appeal with respect thereto, and upon such increase not requiring the Borrowers to repay Revolving Credit Loans pursuant to SECTION 2.3(B) hereof (determined without regard to fees and expenses which may be awarded and paid on an interim basis or any pre-petition retainer paid to Debtors' counsel in connection with or related to the Chapter 11 Case), and any statutorily mandated costs and fees of the Clerk of the Court and the United States Trustee with respect to the Chapter 11 Case. The Carve-Out Expenses shall not include any other claims that are or may be senior to or pari passu with any of the Carve-Out Expenses or any professional fees and expenses of a Chapter 7 trustee and the Carve-Out Expenses shall not include any fees or disbursements related to the preparation for, or commencement or prosecution of, any claims or proceedings against the Agent or any Secured Creditor or their claims or security interests in or Liens on, the Collateral whether under this Agreement or on account of any Secured Creditor's claims existing prior to the Petition Dateother Loan Document. Other than the Senior Claims and the Carve-Out Expenses, no other claim having a priority superior or pari passu to that granted to the Agent, the Issuing Bank and the Lenders by the Interim Order or the Final Order shall be granted or approved while any Secured Obligations under this Agreement remain outstanding. Notwithstanding anything in this Section 4.21 to the contrary, the Liens and claims of the Agent and the Lenders with respect to the Secured Obligations under this Agreement and the other Loan Documents shall "prime" the Liens and claims of the Pre-Petition Lenders (whether in their capacity as Pre-Petition Lenders or in their capacity as Post-Petition Subordinated Lenders) under the Pre-Petition Loan Agreement and the Post-Petition Lenders Credit Agreement in accordance with the Intercreditor and Subordination Agreement and Bankruptcy Code Section 364(d).