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
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