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sem a M ii a :MkMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />Collateral Agent", as applicable, in each case solely in its capacity as such), (e) CB Agent <br />Services LLC, as origination agent (the "Origination Agent"), and (f) the lenders party thereto <br />(the "Prepetition Lenders", and collectively with the Prepetition Agent, the Prepetition <br />Collateral Agent, and the Origination Agent, the "Prepetition Secured Parties"), the Prepetition <br />Lenders provided loans to the Prepetition Borrowers pursuant to the Prepetition Credit <br />Documents, and the Prepetition Guarantors guaranteed on a joint and several basis the <br />obligations under the Prepetition Credit Agreement and the other Prepetition Credit Documents; <br />(b) as of the Petition Date, the Prepetition Borrowers and the Prepetition <br />Guarantors were justly and lawfully indebted and liable to the Prepetition Secured Parties <br />without defense, challenge, objection, claim, counterclaim, or offset of any kind, in the aggregate <br />principal amount of not less than $39.8 million in outstanding principal amount of Loans (as <br />defined in the Prepetition Credit Agreement), which loans (the "Prepetition Loans") were made <br />by the Prepetition Lenders pursuant to, and in accordance with the terms of, the Prepetition <br />Credit Documents, plus accrued and unpaid interest thereon and fees, expenses (including any <br />attorneys', accountants', appraisers', consultants' and financial advisors' fees and expenses, in <br />each case, that are chargeable or reimbursable under the Prepetition Credit Documents), costs, <br />charges, indemnities, and other obligations incurred in connection therewith (whether arising <br />before or after the Petition Date) as more fully provided in the Prepetition Credit Documents <br />(together with the other Prepetition Obligations, the "Prepetition Debt"), which Prepetition <br />Debt and other Prepetition Obligations9 have been guaranteed on a joint and several basis by all <br />of the Prepetition Guarantors; <br />9 "Prepetition Obligations" means "Obligations" as defined in the Prepetition Credit Agreement. <br />7 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />