BUSINESS, OPERATIONS, ASSETS, PROPERTIES, AFFAIRS OR
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ANY OTHER ASPECT OF THE COMPANY OR THE SUBSIDIARIES; (II) ANY ASPECT OF THE
DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE COMPANY AND THE SUBSIDIARIES, ON
THE ONE HAND, AND THE NOTEHOLDERS, ON THE OTHER HAND, OR (III) THE INDENTURE OR
ANY TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTS OR OMISSIONS IN CONNECTION
THEREWITH, PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT RELEASE THE
NOTEHOLDERS FROM THEIR EXPRESS OBLIGATIONS UNDER THIS AGREEMENT, THE INDENTURE,
THE INTERCREDITOR AGREEMENT AND THE COLLATERAL AGREEMENTS.
IN ENTERING INTO
THIS AGREEMENT, THE COMPANY AND THE SUBSIDIARIES CONSULTED WITH, AND HAVE BEEN
REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIM ANY RELIANCE ON ANY
REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND THE COMPANY AND
THE SUBSIDIARIES HEREBY AGREE AND ACKNOWLEDGE THAT THE VALIDITY AND
EFFECTIVENESS OF THE RELEASES SET FORTH HEREIN DO NOT DEPEND IN ANY WAY ON ANY
SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR
VALIDITY HEREOF.
THE PROVISIONS OF THIS SECTION 4 SHALL SURVIVE THE EXPIRATION
OF THE FORBEARANCE PERIOD AND THE TERMINATION OF THIS AGREEMENT AND PAYMENT IN
FULL OF THE OBLIGATIONS.
5.
RATIFICATION OF LIABILITY.
THE COMPANY AND THE SUBSIDIARIES EACH
HEREBY RATIFIES AND REAFFIRMS ALL OF ITS OBLIGATIONS AND ITS GRANT OF LIENS ON
OR SECURITY INTERESTS IN ITS PROPERTIES PURSUANT TO THE COLLATERAL AGREEMENTS TO
WHICH IT IS PARTY AS SECURITY FOR THE OBLIGATIONS, AND CONFIRMS AND AGREES THAT
SUCH LIENS AND SECURITY INTERESTS HEREAFTER SECURE ALL THE OBLIGATIONS.
6.
COMPLETE INTEGRATION; AMENDMENTS.
THIS AGREEMENT CONSTITUTES THE
FULL AND FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND IT MAY NOT BE MODIFIED OR AMENDED EXCEPT BY A WRITTEN INSTRUMENT,
SIGNED BY EACH OF THE PARTIES, EXPRESSING SUCH AMENDMENT OR MODIFICATION.
THE
PARTIES WARRANT, PROMISE
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AND REPRESENT THAT IN EXECUTING THIS AGREEMENT, EACH PARTY IS NOT RELYING UPON
ANY ORAL REPRESENTATION, PROMISE OR STATEMENT MADE BY ANY OTHER PARTY HERETO AND
THAT EACH PARTY IS NOT RELYING UPON ANY PROMISE, STATEMENT OR REPRESENTATION
CONTAINED IN ANY OTHER WRITTEN INSTRUMENT.
7.
NO OTHER AMENDMENTS; RESERVATION OF RIGHTS, NO WAIVER.
OTHER
THAN AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALL NOT BE DEEMED
TO OPERATE AS AN AMENDMENT OR WAIVER OF, OR TO PREJUDICE, ANY RIGHT, POWER,
PRIVILEGE OR REMEDY OF THE NOTEHOLDERS OR THE INDENTURE TRUSTEE, AS APPLICABLE,
UNDER THE INDENTURE, THE INTERCREDITOR AGREEMENT, THE COLLATERAL AGREEMENTS OR
APPLICABLE LAW, NOR SHALL THE ENTERING INTO THIS AGREEMENT PRECLUDE THE
NOTEHOLDERS FROM REFUSING TO ENTER INTO ANY FURTHER AMENDMENTS OR FORBEARANCES
WITH RESPECT TO THE INDENTURE.
OTHER THAN AS EXPRESSLY PROVIDED HEREIN, THIS
AGREEMENT SHALL NOT CONSTITUTE A FORBEARANCE WITH RESPECT TO (I) ANY FAILURE BY
THE COMPANY TO COMPLY WITH ANY COVENANT OR OTHER PROVISION IN THE INDENTURE OR
(II) THE OCCURRENCE OR CONTINUANCE OF ANY PRESENT OR FUTURE EVENT OF DEFAULT.
8.
NO IMPAIRMENT OF LENDER'S RIGHTS.
THE NOTEHOLDER GROUP, THE
COMPANY AND THE SUBSIDIARIES ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED IN
THIS