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<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 />recharacteri-tion, subordination (whether equitable, contractual, or otherwise), recovery, attack,
<br />disgorgement, effect, rejection, reduction, disallowance, impairment, counterclaim, offset,
<br />8
<br />NY 79179867
<br />4a44-73a1-8439.2
<br />NY 76179867
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<br />operations are conducted or are control persons or insiders of the Debtors by virtue of any of the
<br />actions taken with respect to, in connection with, related to or arising from the Prepetition Credit
<br />Documents;
<br />(g) no claims, counterclaims, offsets, objections, defenses, challenges or
<br />causes of action exist against, or with respect to, the Prepetition Secured Parties or any of their
<br />respective affiliates, agents, subsidiaries, partners, controlling persons, agents, attorneys,
<br />advisors, professionals, officers, directors and employees, whether arising under applicable state
<br />or federal law (including, without limitation, any recharacteriestion, or other equitable relief that
<br />might otherwise impair the aforementioned parties or their interest in the Prepetition Collateral,
<br />subordination, avoidance or other claims, including any claims or causes of action arising under
<br />or pursuant to sections 105, 502(d), 510, 542 through 553(b) or 724(a) of the Bankruptcy Code),
<br />in connection with or arising under any Prepetition Credit Documents or the transactions
<br />contemplated thereunder or the Prepetition Debt or Prepetition Liens, including without
<br />limitation, any right to assert any disgorgement or recovery; and the Debtors and their estates
<br />hereby release and discharge any and all such claims, counterclaims, objections, defenses, setoff
<br />rights, challenges and causes of actions;
<br />(h) the Debtors hereby absolutely, irrevocably, and unconditionally release
<br />and forever discharge and acquit the DIP Secured Parties, the Prepetition Secured Parties, and
<br />their respective Representatives (as defined below), in each case, solely in their capacities as
<br />such (collectively, the "Released Parties"), from any and all obligations and liabilities to the
<br />Debtors (and their successors and assigns) and from any and all claims, controversies, disputes,
<br />obligations, counterclaims, offsets, demands, debts, damages, expenses (including, without
<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")";
<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. Moreoveg 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 Parries or any Creditors' Committee to challenge the validity, priority, enforceability, seniority,
<br />voidebility, perfection or extent of any such Prepetition Permitted Prior Liens and/or security interests (subject to
<br />the terns of this Final Order). Any alleged claim arising or asserted w a right of reclamation or return (whether
<br />rssened under Section 546(c) of the Bankruptcy Code or otherwise) shall have the same rights and priority with
<br />espect to the DIP Facility, the DIP Liens and the DIP Collsterpl as such claims had with respect to the Prepetition
<br />Liens in the Prepetition Collateral,
<br />9
<br />NY 79179867
<br />�7a41- 12
<br />NY 78179887
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<br />limitation, reasonable attorneys' and financial advisors' fees and expenses), liens, accounts,
<br />contracts, liabilities, actions, and causes of action arising prior to the Petition Date (collectively,
<br />the "Released Claims") of any kind, nature or description, whether known or unknown, foreseen
<br />or unforeseen, matured or unrnatured, accrued or unacerued, or liquidated or unliquidated,
<br />arising in law or equity or upon contract or tort or under any state or federal law or otherwise,
<br />arising out of or related to (as applicable) the DIP Facility, the DIP Documents, the Prepetition
<br />Credit Documents, the obligations owing and the financial obligations made thereunder, the
<br />negotiation thereof and the transactions reflected and contemplated thereby (and the events
<br />leading up to entry into such documents), and the obligations and financial obligations made
<br />thereunder, in each case, that the Debtors at any time had, now have or may have, or that their
<br />successors or assigns hereafter can or may have against any of the Released Parties for or by
<br />reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to
<br />the date of this Final Order, whether such Released Claims are matured, contingent, liquidated,
<br />unliquidated, immatured, known, unknown or otherwise; provided, that, for the avoidance of
<br />doubt, the foregoing release shall not constitute a release of any rights of the Debtors arising
<br />under the DIP Documents after the date hereof;
<br />(i) that certain Pledge and Security Agreement, dated as of December 27,
<br />2017, by and among each of the Loan Parties (as defined therein) party thereto, in favor of
<br />Cortland Capital Market Services LLC, in its capacity as collateral agent for the Secured Parties
<br />(as defined therein) (the "Pledge and Security Agreement") is binding and enforceable against
<br />the Prepetition Borrowers, the Prepetition Guarantors and the Prepetition Secured Parties in
<br />accordance with its terms; and
<br />10
<br />NY 78179867 NY 78179867
<br />4804]391-Ba39.2 18sF]341-0.1392
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