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Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document <br />Pg 11 of 71 <br />doubt, the Second Lien Notes Security Interests do not extend to any "Excluded <br />Assets" as such term is defined in the Existing Second Lien Indenture Documents; <br />(b) the ICA is binding and enforceable against the Borrower, the Pre -Petition <br />Guarantors and the Second Lien Secured Parties in accordance with its terms (as set forth in the <br />acknowledgement attached thereto); <br />(c) the Borrower and the Pre -Petition Guarantors owe the Pre -Petition First <br />Lien Debt to the First Lien Secured Parties, without defense, counterclaim or offset of any kind, <br />plus accrued and unpaid interest thereon and fees, expenses (including any attorneys', <br />accountants', appraisers' and financial advisors' fees that are chargeable or reimbursable under <br />the Existing Credit Documents), amounts, charges, costs, indemnities and other obligations <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 Credit Documents; <br />(d) the Pre -Petition First Lien 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 />(e) the Borrower and the Pre -Petition Guarantors owe the Second Lien Notes <br />Debt to the Second Lien Secured Parties, without defense, counterclaim or offset of any kind, <br />plus accrued and unpaid interest thereon and fees, expenses (including any attorneys', <br />