Common use of Release of Lenders Clause in Contracts

Release of Lenders. Effective as of the Closing Date, the Borrowers, jointly and severally, on behalf of themselves and all of their respective heirs, successors and assigns, (a) do hereby remise, release, acquit, satisfy and forever discharge each of the Lenders and their respective parents, subsidiaries, affiliated corporations and real estate investment trusts of the Lenders, and all of their respective past, present and future officers, directors, shareholders, employees, agents, attorneys, representatives, participants, heirs, successors and assigns (collectively, the "Lender Affiliates"), from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, either now accrued or hereafter maturing, which any of the Borrowers now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement with respect to any matters, transactions, occurrences, agreements, actions or events arising out of, in connection with or relating to (i) any of the Bank Group Obligations or the NB Obligations, including, but not limited to, the administration or funding by any Lender of any of the loans or any other transaction giving rise to any of such Obligations, or (ii) any of the Bank Group Loan Documents or the NB Loan Documents (but specifically excluding the Settlement Documents) and the transactions described therein or the indebtedness or obligations evidenced and secured thereby; and (b) do hereby covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Affiliates, by reason of or in connection with any of the foregoing matters, claims or causes of action; provided, however, that the foregoing release and covenant not to sue shxxx not apply to any claims arising after the Closing Date with respect to acts, occurrences or events occurring after the Closing Date.

Release of Lenders. Effective By execution of this Agreement, Borrowers acknowledge and confirm that they do not have any offsets, defenses or claims whatsoever against Agents, Lenders, or any of Agents or Lenders’ subsidiaries, affiliates, officers, directors, employees, agents, consultants, attorneys, predecessors, successors or assigns whether asserted or unasserted as of the Closing Effective Date. To the extent that such offsets, the Borrowersdefenses or claims may exist, Borrowers for each of themselves and their successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, “Releasors”), jointly and severally, on behalf of themselves knowingly, voluntarily and all of intentionally release and forever discharge Agents, Lenders, their respective heirssubsidiaries, affiliates, officers, directors, employees, agents, consultants, attorneys, predecessors, successors and assigns, (a) do hereby remise, release, acquit, satisfy and forever discharge each of the Lenders and their respective parents, subsidiaries, affiliated corporations and real estate investment trusts of the Lenders, and all of their respective past, both present and future officersformer (individually, directors, shareholders, employees, agents, attorneys, representatives, participants, heirs, successors a “Releasee” and assigns (collectively, the "Lender Affiliates"), “Releasees”) of and from any and all manner of actions, causes of action, suits, debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expensestorts, damages, judgments, executions, actions, claims, claims and demands and causes of action of any nature whatsoever, whether at including, without limitation, any so-called “lender liability” claims or defenses which it has, asserted or unasserted, in law or in equity, either which Releasors ever had or now accrued have against the Releasees, including, without limitation, any presently existing claim or hereafter maturingdefense whether or not presently suspected, contemplated or anticipated based upon, or in any manner connected with (i) any transaction, event circumstance, action, omission, failure to act or occurrence of any sort or type, whether known or unknown, which any of occurred, existed, or was taken or permitted prior to the Borrowers now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date execution of this Agreement with respect to any mattersthe Obligations, transactionsthe Documents, occurrencesincluding the Former Forbearance Agreement, agreements, actions or events arising out of, in connection with or relating to the administration thereof (iii) any of the Bank Group Obligations discussions, commitments, negotiations, conversations or the NB Obligationscommunications, including, but not limited to, the administration whether oral or funding evidenced by any Lender a writing of any sort prior to the execution of this Agreement with respect to the loans or any other transaction giving rise to any of such Obligations, or (iiiii) any of the Bank Group Loan Documents thing or the NB Loan Documents (but specifically excluding the Settlement Documents) and the transactions described therein or the indebtedness or obligations evidenced and secured thereby; and (b) do hereby covenant and agree never matter related to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Affiliates, by reason of or in connection with any of the foregoing mattersprior to the execution of this Agreement. Borrowers acknowledge and agree that the inclusion of this paragraph in this Agreement and the execution of this Agreement by the Agents and Lenders does not constitute an acknowledgment or admission by the Agents or Lenders of liability for any matter, claims or causes a precedent upon which any liability may be asserted. If Borrowers assert or commence any claim, counter-claim, demand, obligation, liability or cause of action; provided, however, that action in derogation of the foregoing release or challenges the enforceability of the foregoing release (in each case, a “Violation”), then the Borrowers jointly and severally agree to pay in addition to such other damages as any Releasee may sustain as a result of such Violation, all attorneys’ fees and expenses (including in-house and outside counsels’) incurred by such Releasee as a result of such Violation. Specifically covered by this Release are the claims or defenses arising on account of the allegations Borrowers made prior to their execution of this Agreement that Agents or Lenders improperly charged the Default Rate for any period, incorrectly asserted any covenant not to sue shxxx not apply to violation by Borrowers (including those identified in Paragraph C of the Recitals in this Agreement), or that Borrowers executed any claims arising after of the Closing Date with respect to acts, occurrences Default Letters while under duress or events occurring after without the Closing Dateadvice of legal counsel.

Release of Lenders. Effective as of the Closing DateBorrowers acknowledge and agree that in connection with this Amendment, the Loan Agreement or any and all documents executed in connection therewith: (i) Borrowers do not have any claims or causes of action against Lenders; (ii) Borrowers do not have any offsets or defenses against any of their respective obligations, indebtedness or contracts in favor of Lenders; and (iii) Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to and contracts with Borrowers. Borrowers, jointly for themselves and severally, on behalf of themselves their parent, subsidiaries and all affiliate corporations, if any, as well as each of their respective heirsdirectors, successors and officers, agents, employees, servants, shareholders, representatives, attorneys, assigns, (a) do hereby remisepredecessors and successors in interest, release, acquit, satisfy and forever discharge each of the them, release and waive: (I) any and all liabilities, obligations, or indebtedness of Lenders and each of their respective parents, subsidiariessubsidiaries and affiliates, affiliated corporations and real estate investment trusts of the Lenders, and all as well as each of their respective pastdirectors, present and future officers, directorsagents, employees, servants, shareholders, employees, agentsrepresentatives, attorneys, representativesassigns, participantspredecessors and successors in interest, heirs, successors and assigns each of them (collectivelyhereinafter, the "Lender AffiliatesReleased Parties"), from to Borrowers which may have existed at any time prior to the execution and delivery of this Amendment; (II) any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action or defenses of any nature whatsoeverkind whatsoever (if any), whether known or unknown, which Borrowers might otherwise have against the Lender Released Parties on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the execution and delivery of this Amendment by the Parties hereto. Borrowers hereby covenant and agree that they shall not institute or prosecute (or, to the extent required by law, in any way assist, cooperate with the institution or prosecution of) any action, suit, hearing, or other proceeding of any kind, nature or character, at law or in equity, either now accrued against any Lender Released Party in order to collect, enforce, declare, assert, establish or hereafter maturingotherwise raise any defense, claim, cause of action, contract, liability, indebtedness or obligation which is within the scope of those released in this Amendment or which arises out of any fact, contract, condition, claim, cause of action, indebtedness or obligation which is released hereunder. This Amendment shall constitute a complete defense to any claim, cause of action, contract, liability, indebtedness or obligation released hereunder. Nothing in this Amendment shall be construed as an admission (or shall be admissible in any legal action or proceeding as an admission by any Lender Released Party) that any defense, indebtedness, obligation, liability, contract, claim or cause of action exists which is within the scope of those released within this Amendment since Lender Released Parties deny that any such matters exist and regard this release as unnecessary except to confirm their understanding of the positions of the Parties. Borrowers acknowledge that Section 1542 of the Civil Code of California provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing a release, which any of if known by him must have materially affected his settlement with the debtor." Borrowers now has or hereafter can, shall or may have been advised by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement counsel with respect to any matters, transactions, occurrences, agreements, actions the release contained herein. Borrowers also acknowledge that Borrowers may hereafter discover facts in addition to or events arising out of, in connection different from those which Borrowers know or believe to be true with or relating respect to (i) any the subject matter of the Bank Group Obligations or the NB Obligations, includingrelease given hereby, but not limited that it is Borrowers' intention to, the administration or funding and Borrowers do hereby, fully, finally and forever waive any and all rights and defenses as set forth hereinabove. Upon advice of such counsel, and in furtherance of such intention, Borrowers waive all rights granted to Borrowers by any Lender of any Section 1542 of the loans Civil Code of California, and any similar provision under the laws of the state of New York or any other transaction giving rise state, and acknowledge that the release as to any of such Obligationsthe matters released herein, notwithstanding the subsequent discovery or (ii) any of the Bank Group Loan Documents or the NB Loan Documents (but specifically excluding the Settlement Documents) and the transactions described therein or the indebtedness or obligations evidenced and secured thereby; and (b) do hereby covenant and agree never to institute or cause to be instituted or continue prosecution existence of any suit such additional or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Affiliates, by reason of or in connection with any of the foregoing matters, claims or causes of action; provided, however, that the foregoing release and covenant not to sue shxxx not apply to any claims arising after the Closing Date with respect to acts, occurrences or events occurring after the Closing Datedifferent facts.

Release of Lenders. Effective By execution of this Second Amendment, Borrowers acknowledge and confirm that they do not have any offsets, defenses or claims whatsoever against Agents, Lenders, or any of Agents or Lenders’ subsidiaries, affiliates, officers, directors, employees, agents, consultants, attorneys, predecessors, successors or assigns whether asserted or unasserted as of the Closing Effective Date. To the extent that such offsets, the Borrowersdefenses or claims may exist, Borrowers for each of themselves and their successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, “Releasors”), jointly and severally, on behalf of themselves knowingly, voluntarily and all of intentionally release and forever discharge Agents, Lenders, their respective heirssubsidiaries, affiliates, officers, directors, employees, agents, consultants, attorneys, predecessors, successors and assigns, (a) do hereby remise, release, acquit, satisfy and forever discharge each of the Lenders and their respective parents, subsidiaries, affiliated corporations and real estate investment trusts of the Lenders, and all of their respective past, both present and future officersformer (individually, directors, shareholders, employees, agents, attorneys, representatives, participants, heirs, successors a “Releasee” and assigns (collectively, the "Lender Affiliates"), “Releasees”) of and from any and all manner of actions, causes of action, suits, debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expensestorts, damages, judgments, executions, actions, claims, claims and demands and causes of action of any nature whatsoever, whether at including, without limitation, any so-called “lender liability” claims or defenses which it has, asserted or unasserted, in law or in equity, either which Releasors ever had or now accrued have against the Releasees, including, without limitation, any presently existing claim or hereafter maturingdefense whether or not presently suspected, which contemplated or anticipated based upon, or in any of the Borrowers now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement manner connected with respect to any matters, transactions, occurrences, agreements, actions or events arising out of, in connection with or relating to (i) any transaction, event circumstance, action, omission, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, or was taken or permitted prior to the Bank Group Obligations execution of this Second Amendment with respect to the Obligations, the Documents, including the Agreement or Former Forbearance Agreement, or the NB Obligationsadministration thereof (ii) any discussions, includingcommitments, but not limited tonegotiations, the administration conversations or funding communications, whether oral or evidenced by any Lender a writing of any sort prior to the execution of this Second Amendment with respect to the loans or any other transaction giving rise to any of such Obligations, or (iiiii) any of the Bank Group Loan Documents thing or the NB Loan Documents (but specifically excluding the Settlement Documents) and the transactions described therein or the indebtedness or obligations evidenced and secured thereby; and (b) do hereby covenant and agree never matter related to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Affiliates, by reason of or in connection with any of the foregoing mattersprior to the execution of this Second Amendment. Borrowers acknowledge and agree that the inclusion of this paragraph in this Second Amendment and the execution of this Second Amendment by the Agents and Lenders does not constitute an acknowledgment or admission by the Agents or Lenders of liability for any matter, claims or causes a precedent upon which any liability may be asserted. If Borrowers assert or commence any claim, counter-claim, demand, obligation, liability or cause of action; provided, however, that action in derogation of the foregoing release or challenges the enforceability of the foregoing release (in each case, a “Violation”), then the Borrowers jointly and severally agree to pay in addition to such other damages as any Releasee may sustain as a result of such Violation, all attorneys’ fees and expenses (including in-house and outside counsels’) incurred by such Releasee as a result of such Violation. Specifically covered by this Release are the claims or defenses arising on account of the allegations Borrowers made prior to their execution of this Second Amendment that Agents or Lenders improperly charged the Default Rate for any period, incorrectly asserted any covenant not to sue shxxx not apply to violation by Borrowers (including those identified in Paragraph D of the Recitals in this Second Amendment), or that Borrowers executed any claims arising after of the Closing Date with respect to acts, occurrences Default Letters while under duress or events occurring after without the Closing Dateadvice of legal counsel.

Release of Lenders. Effective By execution of this Amendment, Borrowers acknowledge and confirm that they do not have any offsets, defenses or claims whatsoever against Agents, Lenders, or any of Agents or Lenders’ subsidiaries, affiliates, officers, directors, employees, agents, consultants, attorneys, predecessors, successors or assigns whether asserted or unasserted as of the Closing Datedate of this Amendment first indicated above. To the extent that such offsets, the Borrowersdefenses or claims may exist, Borrowers for each of themselves and their successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, “Releasors”), jointly and severally, on behalf of themselves knowingly, voluntarily and all of intentionally release and forever discharge Agents, Lenders, their respective heirssubsidiaries, affiliates, officers, directors, employees, agents, consultants, attorneys, predecessors, successors and assigns, (a) do hereby remise, release, acquit, satisfy and forever discharge each of the Lenders and their respective parents, subsidiaries, affiliated corporations and real estate investment trusts of the Lenders, and all of their respective past, both present and future officersformer (individually, directors, shareholders, employees, agents, attorneys, representatives, participants, heirs, successors a “Releasee” and assigns (collectively, the "Lender Affiliates"), “Releasees”) of and from any and all manner of actions, causes of action, suits, debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expensestorts, damages, judgments, executions, actions, claims, claims and demands and causes of action of any nature whatsoever, whether at including, without limitation, any so-called “lender liability” claims or defenses which it has, asserted or unasserted, in law or in equity, either which Releasors ever had or now accrued have against the Releasees, including, without limitation, any presently existing claim or hereafter maturingdefense whether or not presently suspected, which contemplated or anticipated based upon, or in any of the Borrowers now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement manner connected with respect to any matters, transactions, occurrences, agreements, actions or events arising out of, in connection with or relating to (i) any transaction, event circumstance, action, omission, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, or was taken or permitted prior to the Bank Group Obligations execution of this Amendment with respect to the Obligations, the Documents, including the Former Forbearance Agreement and the Forbearance Agreement, or the NB Obligationsadministration thereof (ii) any discussions, includingcommitments, but not limited tonegotiations, the administration conversations or funding communications, whether oral or evidenced by any Lender a writing of any sort prior to the execution of this Amendment with respect to the loans or any other transaction giving rise to any of such Obligations, or (iiiii) any of the Bank Group Loan Documents thing or the NB Loan Documents (but specifically excluding the Settlement Documents) and the transactions described therein or the indebtedness or obligations evidenced and secured thereby; and (b) do hereby covenant and agree never matter related to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Affiliates, by reason of or in connection with any of the foregoing mattersprior to the execution of this Amendment. Borrowers acknowledge and agree that the inclusion of this paragraph in this Amendment and the execution of this Amendment by the Agents and Lenders does not constitute an acknowledgment or admission by the Agents or Lenders of liability for any matter, claims or causes a precedent upon which any liability may be asserted. If Borrowers assert or commence any claim, counter-claim, demand, obligation, liability or cause of action; provided, however, that action in derogation of the foregoing release or challenges the enforceability of the foregoing release (in each case, a “Violation”), then the Borrowers jointly and covenant not severally agree to sue shxxx not apply pay in addition to such other damages as any claims arising after the Closing Date with respect to actsReleasee may sustain as a result of such Violation, occurrences or events occurring after the Closing Dateall attorneys’ fees and expenses (including in-house and outside counsels’) incurred by such Releasee as a result of such Violation.