Common use of Superpriority Claims Clause in Contracts

Superpriority Claims. In accordance with section 364(c)(1) of the Bankruptcy Code, the Securitization Program Obligations shall constitute allowed senior administrative claims against the 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 and all other claims against the Securitization 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, 503(b), 506(c) (subject to entry of the Final Order), 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, 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, and have recourse to, all prepetition and postpetition property of the Securitization Program Debtors and all proceeds thereof in accordance with the terms of this Interim Order. Other than as expressly provided herein, including with respect to the 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 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. In accordance with section 364(c)(1To the extent set forth below, pursuant to sections 503(b), 507(a), and 507(b) of the Bankruptcy Code, the Securitization Program Obligations shall constitute Debtors grant the First Lien Secured Parties first ranking allowed senior superpriority administrative expense claims against the Securitization Program Debtors (without the need to file any proof of claim) (the “Superpriority Claims”). Any Superpriority Claims shall be subject and subordinate to the Carve Out, on a joint and several basis, shall be allowed claims against the applicable Debtors (jointly and severally) with priority (except as otherwise provided herein) over any and all administrative expenses, adequate protection claims, diminution claims expenses and all other claims against the Securitization Program Debtors, 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 provisions provision of the Bankruptcy Code, including, but not limited towithout limitation, sections 105, 326, 327, 328, 330, 331, 503(b), 506(c) (subject to entry of the Final Order), 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 nonconsensual lien, levy levy, or attachment; provided. The Superpriority Claims shall be payable from and have recourse to the proceeds of all Collateral, however, provided that the Superpriority Claims shall be subject only have recourse to the Carve Out (which shall be senior in priority in all respects to proceeds of the Superpriority Claims granted hereunder), shall be pari passu solely with the DIP Superpriority ClaimsAvoidance Actions subject to, 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 Codeupon entry of, the Final Order. The allowed 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 prepetition Collateral and unencumbered pre- and postpetition property of the Securitization Program applicable Debtors (subject to the foregoing sentence and all proceeds thereof in accordance with the terms of this Interim Ordertheir respective ranking). Other than as expressly provided herein, including with respect to the Carve Out and the DIP Superpriority ClaimsOut, no cost or expense for the of 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, 503(b), 506(c) or 507(b) 507 of the Bankruptcy Code or otherwise, including those any such cost or expense resulting from or arising after the conversion of any of these the Chapter 11 Cases pursuant to under 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 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 otherwiseClaims.

Superpriority Claims. In accordance with (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the Securitization Program DIP Obligations shall constitute allowed senior administrative claims (the “Superpriority Claims”) against the Securitization Program Debtors Debtor (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 Securitization Program DebtorsDebtor, 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, however, that the which allowed 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 prepetition pre- and postpetition property of the Securitization Program Debtors Debtor and all proceeds thereof in accordance with the terms of this Interim Order. Other than (but excluding all Avoidance Actions and Avoidance Proceeds (each as expressly provided hereindefined below), including with respect subject only to the Carve payment of the Carve-Out and 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 Superpriority Claims, no cost Agent to be applied or expense for further distributed by 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) DIP Agent on account of the Bankruptcy Code or otherwise, including those resulting from DIP Obligations in such order as is specified in 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 ObligationsDIP 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 this Case (the “Creditors’ Committee”), if any, at any time before or on the first business day following delivery by the DIP Agent of a Carve Out Trigger Notice (as defined below), to the extent 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’ Committee, if any, 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 occurred and be continuing.

Superpriority Claims. In accordance with Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the Securitization Program DIP Obligations shall constitute allowed senior administrative expense claims against each of the 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 other administrative expenses, adequate protection claims, diminution claims (including all Adequate Protection First Liens and Adequate Protection Second Liens) and all other claims against the Securitization Program Debtors, 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 any other provisions of the Bankruptcy Code, including, but not limited to, sections 105, 326, 328, 330, 331, 503(b), 506(c) (subject to entry of the Final Order), 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; provided, however, that the Superpriority Claims which allowed 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 for purposes of section 1129(a)(9)(A) of the Bankruptcy Code, the Superpriority Claims shall Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code Code, and which shall be payable from, from and have recourse to, to all prepetition pre- and postpetition property of the Securitization Program Debtors and their estates and all proceeds thereof thereof, 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 the terms of this Interim Final Order. Other than , without limitation, all Avoidance Proceeds (as expressly provided hereindefined below), including with respect subject only to the 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 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 otherwiseOut.

Superpriority Claims. In accordance with (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the Securitization Program DIP Obligations shall constitute allowed senior administrative claims (the “Superpriority Claims”) against the Securitization Program Debtors Debtor (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 Securitization Program DebtorsDebtor, 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, however, that the which allowed 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 prepetition pre- and postpetition property of the Securitization Program Debtors Debtor and all proceeds thereof in accordance with (but excluding Avoidance Actions and, prior to entry of the terms of this Interim Final Order. Other than as expressly provided herein, including with respect any Avoidance Proceeds), subject only to the Carve payment of the Carve-Out and 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 Superpriority Claims, no cost Agent to be applied or expense for further distributed by 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) DIP Agent on account of the Bankruptcy Code or otherwise, including those resulting from DIP Obligations in such order as is specified in 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 ObligationsDIP 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 this Case (the “Creditors’ Committee”), if any, at any time before or on the first business day following delivery by the DIP Agent of a Carve Out Trigger Notice (as defined below), to the extent 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’ assertion, 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, 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 occurred and be continuing.