Common use of Superpriority Claims Clause in Contracts

Superpriority Claims. (a) Pursuant to section 364(c)(1) of the Bankruptcy 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 all administrative expenses, diminution claims (including all Adequate Protection Obligations (as defined below)) and all other claims against the Debtor, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 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), 726, 1113 or 1114 of the Bankruptcy 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 Superpriority Claims shall be payable from and have recourse to all pre- and postpetition property of the Debtor and all proceeds thereof (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. 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.

Superpriority Claims. (a) Pursuant to The DIP Obligations shall constitute allowed administrative expense claims with priority, under section 364(c)(1) of the Bankruptcy CodeCode and otherwise, 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 all administrative expensesexpense claims, diminution dimunition claims (including all Adequate Protection Obligations (as defined below)claims for adequate protection) and general unsecured claims and all other claims against the DebtorDebtors, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kind kinds specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under ordered pursuant to sections 105, 326, 328, 330, 331, 365503(a), 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 or and 1114 of the Bankruptcy CodeCode (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 Superpriority Claims claims shall be payable from and have recourse to all pre- pre and postpetition post-petition property of the Debtor Debtors and all proceeds thereof (but excluding all Avoidance Actions thereof. No costs or expenses of administration including, without limitation, professional fees allowed and Avoidance Proceeds (each as defined below)payable under sections 328, subject only to the payment 330 and 331 or other provisions of the Carve-Out to the extent specifically provided for herein. Any paymentsBankruptcy Code, distributions that have been or other proceeds received on account of such Superpriority Claims shall may be promptly delivered to the DIP Agent to be applied incurred in these proceedings, 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(eany 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 event that this Interim Order 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 provision hereof is vacated, reversed or modified, on appeal or otherwiseother claims of the Lender arising hereunder.

Superpriority Claims. (a) Pursuant to In accordance with section 364(c)(1) of the Bankruptcy Code, all of the DIP Securitization Program Obligations shall constitute allowed senior administrative claims (the “Superpriority Claims”) against the Debtor Securitization Program Debtors (without the need to file any proof of claim) (the “Superpriority Claims”), on a joint and several basis, with priority (except as otherwise provided herein) over any and all administrative expenses, adequate protection claims, diminution claims (including all Adequate Protection Obligations (as defined below)) and all other claims against the DebtorSecuritization Program Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under any other provisions of the Bankruptcy Code, including, but not limited to, sections 105, 326, 328, 330, 331, 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, 726, 1113 or 1114 of the Bankruptcy 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 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 shall be payable from from, and have recourse to to, all pre- prepetition and postpetition property of the Debtor Securitization Program Debtors and all proceeds thereof (but excluding all Avoidance Actions in accordance with the terms of this Interim Order. Other than as expressly provided herein, including with respect to the Carve Out and Avoidance Proceeds (each as defined belowthe 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), subject only to the payment 503(b), 506(c) or 507(b) of the Carve-Out Bankruptcy Code or otherwise, including those resulting from the conversion of any of these Chapter 11 Cases pursuant to section 1112 of the extent specifically provided for herein. Any paymentsBankruptcy Code, distributions shall be senior to, or other proceeds received on account of such pari passu with, the Superpriority Claims of the Agent, the Investors or Audacy Receivables. The Agent shall be promptly delivered permitted to the DIP Agent enforce on a derivative basis any Superpriority Claims belonging to be applied or further distributed by the DIP Agent on account Audacy Receivables in respect of the DIP Obligations in such order as is specified in the DIP DocumentsSecuritization 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. (a) Pursuant To the extent set forth below, pursuant to section 364(c)(1sections 503(b), 507(a), and 507(b) of the Bankruptcy Code, all of the DIP Obligations shall constitute Debtors grant the First Lien Secured Parties first ranking allowed superpriority administrative expense claims (the “Superpriority Claims”) ). Any Superpriority Claims shall be subject and subordinate to the Carve Out, and shall be allowed claims against the Debtor applicable Debtors (without the need to file any proof of claimjointly and severally) with priority over any and all administrative expenses, diminution claims (including all Adequate Protection Obligations (as defined below)) expenses and all other claims against the Debtor, such Debtors now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under any other provision of the Bankruptcy Code, including, without limitation, sections 105, 326, 327, 328, 330, 331, 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), 726, 1113 or 1114 of the Bankruptcy 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 Superpriority Claims shall be payable from and have recourse to all Collateral and unencumbered pre- and postpetition property of the Debtor and all proceeds thereof applicable Debtors (but excluding all Avoidance Actions and Avoidance Proceeds (each as defined below), subject only to the payment foregoing sentence and their respective ranking). Other than the Carve Out, no cost or expense of the Carve-Out to the extent specifically provided for herein. Any paymentsadministration under sections 105, distributions 503, 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) 507 of the Bankruptcy Code in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise, including any such cost or expense resulting from or arising after the conversion of any of the Chapter 11 Cases under section 1112 of the Bankruptcy Code, shall be senior to, or pari passu with, the Superpriority Claims.

Superpriority Claims. (a) Pursuant 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, all allowed superpriority administrative expense claims in each of the DIP Obligations shall constitute allowed claims Chapter 11 Cases and any Successor Cases (collectively, the “DIP Superpriority Claims”) against the Debtor for all DIP Obligations (without the need to file any proof of claima) with priority over any and all administrative expenses, diminution expense claims (including all Adequate Protection Obligations (as defined below)) and all other unsecured claims against the DebtorDebtors 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, all administrative expenses of the kind kinds specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under ordered pursuant to sections 105, 326, 328, 330, 331, 365364, 503(a), 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), 546(d), 726, 1113 1113, or 1114 of the Bankruptcy CodeCode 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, 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 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 postpetition property of the Debtor Debtors and all proceeds thereof thereof; provided, that, for the avoidance of doubt, the DIP Superpriority Claims shall not have recourse to (but excluding all Avoidance Actions and Avoidance Proceeds x) the amounts deposited in the Carve-Out Reserve Account (each as defined below) in accordance with this Interim Order, or (y) the amounts held in the Professional Fees Account (as defined below), subject only to other than the payment of Debtors’ reversionary interest therein, if any, after all Professional Fees benefitting from the Carve-Out to the extent specifically provided for herein. Any paymentshave been indefeasibly paid in full, 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 otherwisecash.

Superpriority Claims. (a) Pursuant to section 364(c)(1) of the Bankruptcy 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 all administrative expenses, diminution claims (including all Adequate Protection Obligations (as defined below)) and all other claims against the Debtor, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 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), 726, 1113 or 1114 of the Bankruptcy 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 Superpriority Claims shall be payable from and have recourse to all pre- and postpetition property of the Debtor and all proceeds thereof (but excluding all Avoidance Actions and and, prior to entry of the Final Order, any Avoidance Proceeds (each as defined belowProceeds), subject only to the payment of the Carve-Out 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.

Superpriority Claims. (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed senior administrative expense claims (against each of the “Superpriority Claims”) against the Debtor (without the need to file any proof of claim) Debtors with priority over any and all other administrative expenses, adequate protection claims, diminution claims (including all Adequate Protection Obligations (as defined below)First Liens and Adequate Protection Second Liens) and all other claims against the DebtorDebtors, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, including all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 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, 726, 1113 1113, or 1114 of the Bankruptcy CodeCode (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 Superpriority Claims 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- and postpetition property of the Debtor Debtors and their estates and all proceeds thereof (but thereof, excluding all Avoidance Actions and (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, all Avoidance Proceeds (each as defined below), subject only to the payment of the Carve-Out 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 otherwiseCarve Out.