DIP Superpriority Claims definition

DIP Superpriority Claims has the meaning specified in the Interim Order or the Final Order, as applicable.

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DIP Superpriority Claims shall have the meaning provided in Section 3.1(d).

DIP Superpriority Claims as defined in the DIP Orders.

Examples of DIP Superpriority Claims in a sentence

Each of the DIP Liens, the DIP Superpriority Claims, the Prepetition Liens, the Adequate Protection Liens, and the Adequate Protection Claims shall be subject and subordinate to payment of the Carve Out to the extent set forth in Exhibit 1.
The Secured Notes Adequate Protection Claims against each of the Debtors shall be (a) subject and subordinate only to the Carve Out and the DIP Superpriority Claims, (b) pari passu with the RCF Adequate Protection Claims, and (c) senior to any and all other administrative expense claims and all other claims against the Debtors and their estates, now existing or hereafter arising, of any kind or nature whatsoever, in each case, subject to the relative lien priorities set forth in Exhibit 1.
Subject to paragraph 14 with respect to the DIP Superpriority Claims on account of the Roll-Up DIP Loans (the “Roll-Up Superpriority Claims”), the DIP Superpriority 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 shall be payable by each of the Debtors on a joint and several basis.
The RCF Adequate Protection Claims shall be (a) subject and subordinate only to the Carve Out and the DIP Superpriority Claims, (b) pari passu with the Secured Notes Adequate Protection Claims, and (c) senior to any and all other administrative expense claims and all other claims against the Debtors and their estates, now existing or hereafter arising, of any kind or nature whatsoever, in each case, subject to the relative lien priorities set forth in Exhibit 1.

More Definitions of DIP Superpriority Claims

DIP Superpriority Claims has the meaning assigned to such term in Section 2.17(a).

DIP Superpriority Claims shall have the meaning assigned to such term in the relevant DIP Order.

DIP Superpriority Claims means superpriority Claims relating to or arising out of the DIP Facility, as further set forth in the DIP Order (including for the avoidance of doubt, all adequate protection obligations set forth therein) and the DIP Documents.

DIP Superpriority Claims means the superpriority administrative expense claims against each of the Debtors, on account of the obligations of the Debtors under and with respect to the DIP Facility, with priority in payment over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Debtors as provided by Paragraph 11 of the Final DIP Financing Order.

DIP Superpriority Claims has the meaning as defined in the Financing Orders in effect on the date of determination.

DIP Superpriority Claims has the meaning specified in the Financing Orders. “DIP Transaction Expenses” means collectively the following: (a) all reasonable and documented expenses of the Administrative Agent (including the reasonable and documented fees and expenses of counsel to the Administrative Agent, including, but not limited to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP) associated with the preparation, execution, delivery and administration of the Loan Documents and any amendments or waivers with respect thereto, (b) all reasonable and documented expenses of the Administrative Agent (including the reasonable and documented fees and expenses of counsel to the Administrative Agent, including, but not limited to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP) in connection with the enforcement of the Loan Documents, and (c) in an amount acceptable to the Required Lenders, all Transaction Expenses (as defined in the Restructuring Support Agreement).

DIP Superpriority Claims as defined in Section 2.4(a). “DIP Transaction Costs”: all interest, fees, premiums, costs, expenses, reimbursements, taxes, indemnities, withholdings and similar obligations, in each case, incurred or payable by the Borrower or any other Loan Party to the Administrative Agent, the Lenders and any other Indemnitee as provided under the Loan Documents and the DIP Order, including, but not limited to, Section 11.5. “Disinterested Directors”: with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Borrower or any Parent or any options, warrants or other rights in respect of such Capital Stock or by reason of such member receiving any compensation in respect of such member’s role as director. “Disqualified Institution”: a Person that is a direct competitor of the Borrower or any of its Subsidiaries that is in the same or a similar line of business as the Borrower or any of its Subsidiaries or any controlled or controlling Affiliate of such competitor (each such Person, a “Competitor”) who has been designated in writing (including by e-mail) by the Borrower to the Administrative Agent and the Commitment Parties prior to the Closing Date, with respect to the Administrative Agent, at the address of the Administrative Agent set forth in this Agreement and, with respect to the Commitment Parties, at the address(es) set forth under the Commitment Parties’ names on the signature pages of the Commitment Letter; provided, that the Borrower may supplement in writing to the Administrative Agent after the Closing Date at the Administrative Agent’s address set forth in this Agreement, the list of Persons that are Disqualified Institutions to include any additional Person that is or becomes a Competitor; provided, that (i) no designation of any Person as a “Disqualified Institution” shall apply retroactively to disqualify a Person that has previously acquired an assignment or participation interest in the Loans to the extent such Person (or its Affiliates) was not a Disqualified Institution at the time of the applicable assignment or participation, as the case may be; (