ASPECT OF THE BUSINESS, OPERATIONS, ASSETS, PROPERTIES, AFFAIRS OR 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 THIRD AMENDED FORBEARANCE
AGREEMENT, THE INDENTURE, THE INTERCREDITOR AGREEMENT AND THE COLLATERAL
AGREEMENTS. IN ENTERING INTO THIS THIRD AMENDED FORBEARANCE 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 THIRD FORBEARANCE PERIOD AND
THE TERMINATION OF THIS THIRD AMENDED FORBEARANCE 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
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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 THIRD AMENDED FORBEARANCE
AGREEMENT CONSTITUTES THE FULL AND FINAL AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF, AND THIS THIRD AMENDED FORBEARANCE
AGREEMENT 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 AND REPRESENT THAT IN EXECUTING THIS THIRD AMENDED FORBEARANCE
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 THIRD AMENDED FORBEARANCE 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 THIRD
AMENDED FORBEARANCE 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 THIRD AMENDED FORBEARANCE AGREEMENT
SHALL NOT CONSTITUTE A FORBEARANCE WITH RESPECT TO (I) ANY FAILURE
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BY THE COMPANY TO COMPLY WITH ANY COVENANT OR OTHER PROVISION IN THE INDENTURE
OR (II) THE OCCURRENCE