AGREEMENT OR AN EVENT OF DEFAULT (AS DEFINED IN THE
INDENTURE) UNDER THE INDENTURE THAT IS NOT A SPECIFIED DEFAULT OR AN EVENT OF
DEFAULT RESULTING SOLELY FROM THE COMPANY'S FAILURE TO MAKE THE SCHEDULED
INTEREST PAYMENT DUE UNDER THE NOTES ON JULY 15, 2007 OR (II) THE OCCURRENCE OF
A FORBEARANCE DEFAULT (AS DEFINED IN THE FOURTH AMENDED NOTEHOLDER FORBEARANCE
AGREEMENT).
3.2
SURVIVAL. THE REPRESENTATIONS AND WARRANTIES
IN SECTION 3.1 SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS FOURTH AMENDED
FORBEARANCE AGREEMENT AND THE FOURTH AMENDED FORBEARANCE EFFECTIVE DATE.
ARTICLE IV
GENERAL RELEASE; REAFFIRMATION OF INDEMNITY
(A)
IN CONSIDERATION OF, AMONG OTHER THINGS,
THE LENDER'S EXECUTION AND DELIVERY OF THIS FOURTH AMENDED FORBEARANCE
AGREEMENT, EACH OF THE COMPANY AND THE SUBSIDIARIES, ON BEHALF OF ITSELF AND ITS
SUCCESSORS AND ASSIGNS (COLLECTIVELY, "RELEASORS"), HEREBY FOREVER AGREES AND
COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE (AS DEFINED BELOW) AND
HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES TO THE FULLEST EXTENT PERMITTED
BY LAW, EACH
7
RELEASEE FROM, ANY AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CROSSCLAIMS,
COUNTERCLAIMS, RIGHTS OF SET-OFF AND RECOUPMENT), ACTIONS, CAUSES OF ACTION,
SUITS, DEBTS, ACCOUNTS, INTERESTS, LIENS, PROMISES, WARRANTIES, DAMAGES AND
CONSEQUENTIAL AND PUNITIVE DAMAGES, DEMANDS, AGREEMENTS, BONDS, BILLS,
SPECIALTIES, COVENANTS, CONTROVERSIES, VARIANCES, TRESPASSES, JUDGMENTS,
EXECUTIONS, COSTS, EXPENSES OR CLAIMS WHATSOEVER (COLLECTIVELY, THE "CLAIMS"),
THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF WHATSOEVER NATURE AND KIND,
WHETHER KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER
ARISING AT LAW OR IN EQUITY, AGAINST THE LENDER IN ANY CAPACITY AND ITS
AFFILIATES, SHAREHOLDERS, PARTICIPANTS AND "CONTROLLING PERSONS" (WITHIN THE
MEANING OF THE FEDERAL SECURITIES LAWS), AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS AND EACH AND ALL OF THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, ADVISORS, AUDITORS, CONSULTANTS AND OTHER REPRESENTATIVES OF EACH OF
THE FOREGOING (COLLECTIVELY, THE "RELEASEES"), BASED IN WHOLE OR IN PART ON
FACTS WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FOURTH AMENDED
FORBEARANCE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN
CONNECTION WITH (I) ANY ASPECT OF THE BUSINESS, OPERATIONS, ASSETS, PROPERTIES,
AFFAIRS OR ANY OTHER ASPECT OF ANY OF THE COMPANY OR THE SUBSIDIARIES, (II) ANY
ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE COMPANY, THE
SUBSIDIARIES AND THEIR RESPECTIVE AFFILIATES, ON THE ONE HAND, AND THE LENDER,
ON THE OTHER HAND, OR (III) ANY OR ALL OF THE LOAN AGREEMENT OR THE OTHER LOAN
DOCUMENTS, OR ANY TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTS OR OMISSIONS IN
CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT RELEASE
THE LENDER FROM ITS EXPRESS OBLIGATIONS UNDER THIS FOURTH AMENDED FORBEARANCE
AGREEMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE RECEIPT BY THE
COMPANY OF ANY OF THE REVOLVING LOAN OR OTHER FINANCIAL ACCOMMODATIONS MADE BY
THE LENDER ON OR AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION,
ADOPTION, AND CONFIRMATION BY THE COMPANY AND THE SUBSIDIARIES OF THE FOREGOING
GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR
IN