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sem a M ii a IMMM %W- DB .i:C L:b: :.: cb GW.i:C L:b: 1/.:1 `1.M, Ail D - <br />(h) For the avoidance of doubt and notwithstanding anything in this Final <br />Order, the DIP Facility or in the Prepetition Credit Documents to the contrary, the Carve -Out <br />shall be senior to all liens and claims securing the DIP Facility, the Adequate Protection Liens, <br />and the Adequate Protection Claims, and any and all other forms of Adequate Protection, liens, <br />as well as Prepetititon Liens, or claims securing the DIP Obligations or the Prepetition <br />Obligations. <br />11. DIP Superpriority Claims. <br />(a) DIP Superprioriyy Claims. Pursuant to section 364(c)(1) of the Bankruptcy <br />Code, all of the DIP Obligations shall constitute allowed superpriority administrative expense <br />claims against the Credit Parties on a joint and several basis (without the need to file any proof of <br />claim) with priority over any and all claims against each of the Credit Parties, now existing or <br />hereafter arising, of any kind whatsoever, including, without limitation, all administrative <br />expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code and any and <br />all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 365, <br />503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code (including the <br />Adequate Protection Obligations), whether or not such expenses or claims may become secured <br />by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the <br />"DIP Superpriority Claims") shall for purposes of section 1129(a)(9)(A) of the Bankruptcy <br />Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy <br />Code, and which DIP Superpriority Claims shall be payable from and have recourse to all pre - <br />and postpetition property of the Credit Parties and all proceeds thereof (except for Avoidance <br />Actions, Avoidance Proceeds and any commercial tort claims of the Debtors that are not subject <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />