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sem a M ii a l-MkUDMeW3-EiledfiOBJJMM/2Ent(FfetjbGWJMMMSMAU:lDesDUain <br />M1 hTI- s, PRMd?CDaJf7E7 <br />crossclaim, defense or Claim under the Bankruptcy Code or applicable non -bankruptcy law, <br />subject and subordinate only to certain liens expressly permitted by the Prepetition Credit <br />Documents, solely to the extent any such permitted liens were valid, binding, enforceable, <br />properly perfected, non -avoidable and senior in priority to the Prepetition Liens (the <br />"Prepetition Permitted Prior Liens") 10 ; <br />(e) as of the Petition Date, except for the Prepetition Permitted Prior Liens, <br />there were no liens on or security interests in the Prepetition Collateral other than the Prepetition <br />Liens. Nothing herein shall constitute a finding or ruling by this Court that any alleged <br />Prepetition Permitted Prior Lien or Permitted Lien is valid, senior, enforceable, prior, perfected, <br />or non -avoidable. Moreover, nothing herein shall prejudice the rights of any party -in -interest, <br />including, but not limited to the Debtors, the DIP Agents, the DIP Lenders, the Prepetition <br />Secured Parties, or a Creditors' Committee, to challenge the validity, priority, enforceability, <br />seniority, avoidability, perfection, or extent of any alleged Prepetition Permitted Prior Lien or <br />Permitted Lien. The right of a seller of goods to reclaim such goods under section 546(c) of the <br />Bankruptcy Code is not a Prepetition Permitted Prior Lien or Permitted Lien and is expressly <br />subject to the Prepetition Liens and the DIP Liens (as defined below); <br />(f) none of the Prepetition Secured Parties control the Debtors or their <br />properties or operations, have authority to determine the manner in which any Debtor's <br />10 Nothing herein shall constitute a finding or ruling by this Court that any such Prepetition Permitted Prior Liens are <br />valid, senior, enforceable, prior, perfected or non -avoidable. Moreover, nothing herein shall prejudice the rights of <br />any party -in -interest, including but not limited to, the Debtors, the DIP Agents, the DIP Lenders, any of the <br />Prepetition Secured Parties or any Creditors' Committee to challenge the validity, priority, enforceability, seniority, <br />avoidability, perfection or extent of any such Prepetition Permitted Prior Liens and/or security interests (subject to <br />the terms of this Final Order). Any alleged claim arising or asserted as a right of reclamation or return (whether <br />asserted under Section 546(c) of the Bankruptcy Code or otherwise) shall have the same rights and priority with <br />respect to the DIP Facility, the DIP Liens and the DIP Collateral as such claims had with respect to the Prepetition <br />Liens in the Prepetition Collateral. <br />9 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />