4.
GENERAL RELEASE.
IN CONSIDERATION OF, AMONG OTHER THINGS, THE
NOTEHOLDERS' EXECUTION AND DELIVERY OF THIS FIRST AMENDED FORBEARANCE AGREEMENT,
THE COMPANY AND THE SUBSIDIARIES, ON BEHALF OF THEMSELVES AND THEIR SUCCESSORS
AND ASSIGNS (COLLECTIVELY, THE "RELEASORS"), HEREBY FOREVER AGREE AND COVENANT
NOT TO SUE OR PROSECUTE AGAINST THE RELEASEES (AS DEFINED BELOW) AND HEREBY
FOREVER WAIVE, RELEASE AND DISCHARGE 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 NOTEHOLDERS IN ANY CAPACITY AND THEIR
AFFILIATES, SHAREHOLDERS AND "CONTROLLING PERSONS" (WITHIN THE MEANING OF THE
FEDERAL SECURITIES LAW), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND
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EACH AND ALL OF THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ADVISORS,
AUDITORS, CONSULTANTS AND OTHER REPRESENTATIVE 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 AMENDED FORBEARANCE EFFECTIVE DATE,
THAT RELATE TO, ARISE OUT OF OTHERWISE ARE IN CONNECTION WITH (I) ANY 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 FIRST AMENDED FORBEARANCE AGREEMENT, THE INDENTURE, THE
INTERCREDITOR AGREEMENT AND THE COLLATERAL AGREEMENTS.
IN ENTERING INTO THIS
FIRST 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 FORBEARANCE PERIOD AND THE TERMINATION OF THIS FIRST 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