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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document
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<br />incurred prior to the Petition Date in connection therewith, whether or not evidenced by any
<br />note, agreement or instrument, whether or not contingent, whenever arising, accrued, accruing,
<br />due, owing or chargeable as provided in the Existing Second Lien Indenture Documents;
<br />(f) the Second Lien Notes Debt is (i) legal, valid, binding and enforceable
<br />against the Borrower and the Pre -Petition Guarantors, each in accordance with its terms (other
<br />than in respect of the stay of enforcement arising from section 362 of the Bankruptcy Code), and
<br />(ii) not subject to any contest, attack, rejection, recoupment, reduction, defense, counterclaim,
<br />offset, subordination, recharacterization, avoidance or other claim, cause of action or other
<br />challenge of any nature under the Bankruptcy Code, under applicable non -bankruptcy law or
<br />otherwise (except for any lien subordination contemplated in the ICA);
<br />(g) the Stipulated Security Interests are (i) legal, valid, binding, enforceable,
<br />non -avoidable and duly perfected and are (ii) not subject to any attachment, contest, attack,
<br />rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization,
<br />avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy
<br />Code, under applicable non -bankruptcy law or otherwise (except for any lien subordination
<br />contemplated in the ICA) and, as of the Petition Date and before giving effect to this Interim
<br />Order, the Debtors are not aware of any other liens or security interests having priority over the
<br />Stipulated Security Interests, except, as the case may be, certain liens permitted under any of the
<br />Existing Secured Agreements;
<br />(h) none of the Pre -Petition Secured Parties controls the Debtors or Global
<br />Center or their respective properties or operations, have authority to determine the manner in
<br />which any Debtor's operations are conducted or are insiders of the Debtors by virtue of any of
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