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sem a M ii a IMMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />Lenders; (iv) Jackson Kelly PLLC, as local counsel for the DIP Lenders; (v), in each case <br />of the foregoing (i)-(iv), solely to the extent provided for in the DIP Documents (the <br />"DIP Fees and Expenses"), without the need to file retention motions or fee applications <br />or to provide notice to any party; and <br />(iv) the performance of all other acts required under or in connection <br />with the DIP Documents, including the granting of the DIP Liens and DIP Superpriority <br />Claims and perfection of the DIP Liens and DIP Superpriority Claims as permitted herein <br />and therein. <br />(c) Upon execution and delivery of the DIP Documents, each of the DIP <br />Documents shall constitute valid, binding, enforceable, and non -avoidable obligations of the <br />Credit Parties, fully enforceable against each Credit Party in accordance with the terms of the <br />DIP Documents and this Final Order. No obligation, payment, transfer or grant of security under <br />the DIP Documents or this Final Order to the DIP Agents (including their Representatives) <br />and/or the DIP Lenders and other DIP Secured Parties (including their Representatives) shall be <br />stayed, restrained, voidable or recoverable under the Bankruptcy Code or under any applicable <br />law (including, without limitation, under sections 502(d), 544, 548 or 549 of the Bankruptcy <br />Code, any applicable Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or <br />other similar state statute or common law), or subject to any defense, reduction, recoupment, <br />recharacterization, subordination, disallowance, impairment, cross -claim, claim, counterclaim, or <br />offset. <br />(d) No DIP Lender, DIP Administrative Agent or the DIP Collateral Agent <br />shall have any obligation or responsibility to monitor any Credit Party's use of the DIP <br />21 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />