HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR LIMITED
PARTNERSHIP ACTION, INCLUDING THE CONSENT OF THE HOLDERS OF ITS EQUITY INTERESTS
WHERE REQUIRED;
(III)
DO NOT AND WILL NOT (A) CONTRAVENE ITS CERTIFICATE OF
INCORPORATION OR BY-LAWS OR LIMITED PARTNERSHIP OR OTHER CONSTITUENT DOCUMENTS,
(B) VIOLATE ANY APPLICABLE REQUIREMENT OF LAW OR ANY ORDER OR DECREE OF ANY
GOVERNMENTAL AUTHORITY OR ARBITRATOR APPLICABLE TO IT, (C) CONFLICT WITH OR
RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN OR PERMIT
THE TERMINATION OR ACCELERATION OF, ANY CONTRACTUAL OBLIGATION OF THE COMPANY OR
ANY OF THE SUBSIDIARIES, OR (D) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
OR ENCUMBRANCE UPON ANY OF THE PROPERTY OF THE COMPANY OR ANY OF THE
SUBSIDIARIES; AND
(IV)
DO NOT AND WILL NOT REQUIRE THE CONSENT OF, AUTHORIZATION BY,
APPROVAL OF, NOTICE TO, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL
AUTHORITY OR ANY OTHER PERSON, OTHER THAN THOSE WHICH PRIOR TO THE FORBEARANCE
EFFECTIVE DATE WILL HAVE BEEN OBTAINED OR MADE AND COPIES OF WHICH PRIOR TO THE
FORBEARANCE EFFECTIVE DATE WILL HAVE BEEN DELIVERED TO THE LENDER AND EACH OF
WHICH ON THE FORBEARANCE EFFECTIVE DATE WILL BE IN FULL FORCE AND EFFECT.
(D)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE COMPANY
AND EACH OF THE SUBSIDIARIES.
EACH OF THIS AGREEMENT, THE LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF
THE COMPANY AND THE SUBSIDIARIES, ENFORCEABLE AGAINST EACH SUCH PERSON IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO OR LIMITING
CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO
ENFORCEABILITY.
3.2
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES IN SECTION 3.1 SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE 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 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 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 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,