thereof against it. Without
limitation of the foregoing, the Issuer hereby acknowledges, ratifies and
confirms the Indenture and all of its debts and obligations to the Trustee and
the Holders thereunder; and each Guarantor hereby acknowledges, ratifies and
confirms its guaranty of all Obligations under the Indenture.
7. NO DEFENSES; RELEASE. EACH COMPANY INDENTURE PARTY (IN ITS OWN RIGHT AND ON
BEHALF OF ITS PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS)
HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT, AS OF THE
DATE HEREOF, IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, OR
DEFENSES TO THE OBLIGATIONS, OR ANY GROUNDS OR CAUSE FOR REDUCTION,
MODIFICATION, SET ASIDE OR SUBORDINATION OF THE OBLIGATIONS OR ANY LIENS OR
SECURITY INTERESTS OF THE TRUSTEE.
-6-
IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE FORBEARING HOLDERS TO ENTER
INTO THIS AGREEMENT, EACH COMPANY INDENTURE PARTY HEREBY KNOWINGLY AND
UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES
EACH FORBEARING HOLDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND ANY OF THEIR
AND THEIR AFFILIATES' RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
ATTORNEYS, CONSULTANTS, OR REPRESENTATIVES, OR ANY OF THE RESPECTIVE
PREDECESSORS, SUCCESSORS OR ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY, THE
"RELEASED PERSONS") FROM, AND COVENANTS NOT TO SUE THE RELEASED PERSONS FOR, ANY
AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF
ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE
AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED,
FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR
UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN,
DIRECTLY ARISING OUT OF OR FROM OR RELATED TO ANY OF THE INDENTURE DOCUMENTS
(EXCLUDING SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF
ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS OR EXPENSES WHICH ARISE FROM
ANY RELEASED PERSON'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE), WHICH ANY COMPANY
INDENTURE PARTY OWNS AND HOLDS AS OF THE DATE HEREOF, OR HAS AT ANY TIME PRIOR
TO THE DATE HEREOF OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE
WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH
WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS
OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER
RELEASE OF ANY OF THE RELEASED PERSONS BY ANY COMPANY INDENTURE PARTY AND SHALL
NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY ANY
COMPANY INDENTURE PARTY IN FAVOR OF ANY OF THE RELEASED PERSONS.
8. No Obligation. Each Company Indenture Party hereby acknowledges and
understands that upon the expiration or earlier termination of the Forbearance
Period, if any Existing Default shall be continuing, or if any Potential Default
shall have occurred and be continuing, and, in each case, such Existing Default
or Potential Default has not been waived by written agreement in accordance with
the Indenture, or if there shall at any time exist any other Event of Default,
then the Trustee and the Holders shall have the right to proceed to exercise any
or all available rights and remedies,