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sem a M ii a I-MkMM %W- D.a .i:C LAM: :.: j GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />(c) (i) the Prepetition Debt constitutes the legal, valid, binding, and non - <br />avoidable obligations of the Prepetition Borrowers and the Prepetition Guarantors which <br />constitute the Debtors, enforceable in accordance with its terms (other than in respect of the stay <br />of enforcement arising from section 362 of the Bankruptcy Code) and (ii) no portion of the <br />Prepetition Debt or any payment made to the Prepetition Secured Parties or applied to or paid on <br />account of the obligations owing under the Prepetition Credit Documents prior to the Petition <br />Date is subject to any contest, attack, rejection, recovery, reduction, defense, counterclaim, <br />offset, subordination, recharacterization, avoidance or other claim (as such term is used in the <br />Bankruptcy Code), cause of action or other challenge of any nature under the Bankruptcy Code <br />or applicable non -bankruptcy law (a "Claim"); <br />(d) as of the Petition Date, pursuant to and in connection with the Prepetition <br />Credit Documents, the Prepetition Borrowers and the Prepetition Guarantors granted to the <br />Prepetition Collateral Agent, for the benefit of itself and the other Prepetition Secured Parties, a <br />security interest in and continuing lien on (the "Prepetition Liens") substantially all of their <br />assets and property, including, without limitation, a valid, binding, properly perfected, <br />enforceable, non -avoidable, first priority security interest in and continuing lien on the Collateral <br />(as defined in the Prepetition Credit Documents) (which, for the avoidance of doubt, includes <br />Cash Collateral (as defined below)) and all proceeds, products, accessions, rents, and profits <br />thereof, in each case whether then owned or existing or thereafter acquired or arising <br />(collectively, the "Prepetition Collateral'), which are not subject to avoidance, <br />recharacterization, subordination (whether equitable, contractual, or otherwise), recovery, attack, <br />disgorgement, effect, rejection, reduction, disallowance, impairment, counterclaim, offset, <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />