THE AGENT TO ENTER INTO THIS
AGREEMENT, THE BORROWER AND IMPERIAL, EACH ON BEHALF OF ITSELF AND ITS
SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A
PARTY HERETO) (BORROWER, IMPERIAL AND SUCH SUCCESSORS, ASSIGNS, LEGAL
REPRESENTATIVES AND CONSTITUENTS BEING REFERRED TO HEREIN COLLECTIVELY AND
INDIVIDUALLY, AS "OBLIGORS, ET AL."), HEREBY FULLY, FINALLY AND COMPLETELY
RELEASE AND FOREVER DISCHARGE THE LENDER, THE AGENT AND THEIR RESPECTIVE OWNERS,
SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS,
DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR
RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND
INDIVIDUALLY, "LENDER, ET AL.") OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES,
DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES), DEBTS, LIENS, ACTIONS AND
CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, ANY THEREOF RELATING TO THE LOAN, AND WAIVE AND RELEASE ANY DEFENSE,
RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE
INDEBTEDNESS EVIDENCED BY THE LENDER NOTE AND/OR ANY OTHER LOAN DOCUMENT WHICH
OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE AGAINST LENDER, ET AL., OR ANY
THEREOF, ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS,
OMISSIONS OR EVENTS OCCURRING PRIOR TO THE EXECUTION OF THIS AGREEMENT.
THE BORROWER AND IMPERIAL HEREBY ACKNOWLEDGE, REPRESENT AND WARRANT TO THE
LENDER AND THE AGENT THAT THEY AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND CLAIMS WHICH ARE RELEASED BY THE
PROVISIONS HEREOF IN FAVOR OF LENDER, ET AL., AND WAIVE AND RELEASE ALL RIGHTS
AND BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER ANY FEDERAL, STATE OR LOCAL
LAW OR STATUTE WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR
MISUNDERSTOOD DEFENSES OR CLAIMS.
THE BORROWER AND IMPERIAL ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND EACH OF
THE PROVISIONS OF THIS RELEASE. THE BORROWER AND IMPERIAL FULLY UNDERSTAND THAT
THIS RELEASE CONSTITUTES A GENERAL RELEASE, AND THAT IT HAS IMPORTANT LEGAL
CONSEQUENCES. THE BORROWER AND IMPERIAL UNDERSTAND AND CONFIRM THAT THEY ARE
HEREBY RELEASING ANY AND ALL RELEASED CLAIMS THAT ANY MAY INDIVIDUALLY HAVE AS
OF THE DATE HEREOF. THE BORROWER AND IMPERIAL HEREBY ACKNOWLEDGE THAT THEY HAVE
HAD A FULL AND FAIR OPPORTUNITY TO OBTAIN A LAWYER'S ADVICE CONCERNING THE LEGAL
CONSEQUENCES OF THIS RELEASE AND WAIVER.
5. As an additional material inducement to the Lender and the Agent to enter
into this Agreement and to amend certain of the Loan Documents as provided
herein, the Borrower and Imperial hereby represent and warrant to, and agree
with, the Lender that, as of the date hereof:
(a) the Loan Documents, as amended hereby, are in full force and effect and
neither Borrower nor Imperial has any defense, counterclaim or offset to the
payment or performance of any of such party's obligations in regard to the Loan
or any of the Loan Documents, as amended hereby, and the Liens created and
granted by the Loan Documents continue unimpaired and of first