INTO THIS AGREEMENT, EACH CREDIT
PARTY HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES
AND DISCHARGES THE ADMINISTRATIVE AGENT, EACH LENDER PARTY HERETO, THE LETTER OF
CREDIT ISSUER, ANY OF THEIR AFFILIATES (INCLUDING ANY SECURED PARTY) OR ANY OF
THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES OR
ANY OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE
"LENDER-RELATED PARTIES") FROM, AND COVENANTS NOT TO SUE THE LENDER-RELATED
PARTIES FOR, ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS,
CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES
OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED,
UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE,
SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR
UNFORESEEN, DIRECT OR INDIRECT, IN EACH CASE, SOLELY ARISING OUT OF OR FROM OR
RELATED TO ANY OF THE CREDIT DOCUMENTS, WHICH ANY CREDIT PARTY NOW OWNS AND
HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND
DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES
AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED
LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN
ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY CREDIT
PARTY AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR
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WAIVER MADE BY ANY CREDIT PARTY IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES.
SECTION 14.Collateral.
14.1Grant of Security Interest. As collateral security for all of the
Obligations, each Credit Party hereby collaterally assigns and grants to the
Administrative Agent, for the benefit of the Secured Parties, a continuing first
priority (subject to the Carve Out and such lien priority as otherwise set forth
in the DIP Order) security interest in all property and assets of such Credit
Party, whether now owned or existing or hereafter acquired or arising,
regardless of where located, including, without limitation, the following:
(a)all accounts;
(b)all contract rights;
(c)all chattel paper;
(d)all documents;
(e)all instruments;
(f)all supporting obligations and letter-of-credit rights;
(g)all general intangibles (including payment intangibles, intercompany
accounts, intellectual property and software);
(h)all inventory and other goods;
(i)all motor vehicles, equipment and fixtures;
(j)all investment property (including any Stock and Stock Equivalents) and all
financial assets;
(k)all money, cash, Permitted Investments, and securities;
(l)all deposit accounts, securities accounts and commodity accounts;
(m)all notes and documents of title;
(n)all books, records and other property related to or referring to any of the
foregoing, including books, records, account ledgers, data processing records,
computer software and other property, and general intangibles at any time
evidencing or relating to any of the foregoing;
(o)all commercial tort claims;
(p)all Hydrocarbons and other real property owned or leased by such Credit
Party;
(q)all other personal property of such Credit Party;
(r)all "Collateral" (or any equivalent or similar term describing property in
which Liens are granted as security for the Obligations) under and as defined in
the DIP Order; and
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