Common use of Releases and Indemnifications Clause in Contracts

Releases and Indemnifications. As a material part of the consideration for Lender’s execution of this Agreement, Borrower, each PH Entity and each Guarantor (for purposes of this Section 12 each such party is sometimes referred to as a “Releasing Party”) for itself hereby: (a) acknowledges, agrees and affirms that as of the date hereof he or it does not possess (i) any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Loan or the Loan Documents (including any aspect of the origination, administration or enforcement thereof) or (ii) any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims. (b) releases and forever discharges Lender, Xxxxxxx Xxxxx and any other holder of participation interests in the Loan, and each of their respective predecessors-in-interest, affiliates, subsidiaries or assigns, and all of their respective past, present, and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Released Parties”) from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, arising from or relating to any alleged or actual act, omission, occurrence, or transaction prior to the date of this Agreement including any of the foregoing relating to the making, administration, servicing, enforcement, or collection of the Loan, or any of the foregoing arising from or relating to any discussions or negotiations between representatives of Lender, Xxxxxxx Sachs or any other holder of participation interests in the Loan or any affiliate or representative of any of the foregoing, on the one hand, and Borrower, any PH Entity or any Guarantor or any affiliate or representative of any of the foregoing, on the other hand, in respect of the Loan or under any theory of “lender liability” arising therefrom. (c) releases and forever discharges each of the Released Parties from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, in connection with or in any way arising out of this Agreement, the Property, the Loan Documents or the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the other Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Xxxxx or any of the other Released Parties of their respective rights under Section 4 of this Agreement. (d) agrees that none of the Released Parties shall be liable, responsible or accountable in damages to the Borrower, any PH Entity, any Guarantor or any affiliate of any of the foregoing for any act taken or the failure to take any such action, in connection with this Agreement, the Property, the Loan Documents and the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Sachs or any of the other Released Parties of their respective rights under Section 4 of this Agreement. (e) agrees that it is the intention of such Releasing Party that the foregoing releases shall be effective with respect to all matters, past and present, known and unknown, suspected and unsuspected. Each Releasing Party realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unsuspected, and each Releasing Party further agrees that the waivers and releases in this Agreement have been negotiated and agreed upon in light of that realization and that such Releasing Party nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown losses, damages, liabilities, costs and expenses. (f) agrees to indemnify, defend and hold harmless each of the Released Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for each of the Released Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Released Parties shall be designated a party thereto), that may be imposed upon, incurred by, or asserted against any of the Released Parties in any manner in connection with or in any way directly or indirectly arising out of this Agreement, the Property, the Loan Documents and the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents (the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, defend and hold harmless set forth in the previous sentence may be unenforceable because such undertaking violates any law or public policy, each of Borrower, each PH Entity and each Guarantor shall pay the maximum portion that is permitted to be paid to satisfy the Indemnified Liabilities incurred by the Released Parties. (g) acknowledges that Lender is specifically relying upon such Releasing Party’s acknowledgments and agreements in this Section 12 in executing this Agreement, and that in the absence of such agreements Lender would be unwilling to agree to the consideration provided for in this Agreement. (h) agrees that all releases and discharges by such Releasing Party in this Agreement shall have the same effect as if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice.

Releases and Indemnifications. As a material part Each Obligor for itself and its respective past, present and future partners, shareholders, members, managers, officers, directors, employees, agents, attorneys, representatives, successors, assigns, subsidiaries, affiliates, parents, direct and indirect equity holders, owners, and predecessors in interest and all persons claiming by, through, or under any of them (and their respective successors and assigns the consideration for Lender’s execution of this Agreement, Borrower, each PH Entity and each Guarantor (for purposes of this Section 12 each such party is sometimes referred to as a “Releasing PartyParties”) for itself hereby: (a) acknowledges, agrees and affirms that as of the date hereof he or it does not possess (i) any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Loan or the Loan Documents (including any aspect of the origination, administration or enforcement thereof) or (ii) any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims.; (b) releases and forever discharges Lender, Xxxxxxx Xxxxx Lender and any other holder of participation interests in the Loan, and each of their respective predecessors-in-predecessors in interest, affiliates, subsidiaries subsidiaries, or assigns, and all of their respective past, present, and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Released Parties”) from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, arising from or relating to any alleged or actual act, omission, occurrence, or transaction prior to the date of this Agreement Agreement, including any of the foregoing relating to the making, administration, servicing, enforcement, or collection of the Loan, or any of the foregoing arising from or relating to any discussions or negotiations between representatives of Lender, Xxxxxxx Sachs or any other holder of participation interests in the Loan or any affiliate or representative of any affiliates of the foregoing, Released Parties on the one hand, and Borrower, any PH Entity or any Guarantor or any affiliate or representative of any of the foregoing, Obligors on the other hand, in respect of the Loan or under any theory of “lender liability” arising therefromtherefrom (all of the foregoing released claims are sometimes referred to as the “Released Claims”). (c) releases and forever discharges each of the Released Parties from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, in connection with or in any way arising out of this Agreement, the Property, the other Loan Documents or the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or or the other Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Xxxxx or any of the other Released Parties of their respective rights under Section 4 of this Agreement. (d) agrees that none of the Released Parties shall be liable, responsible or accountable in damages to the Borrower, any PH Entity, any Guarantor Obligors or any affiliate of any of the foregoing thereof for any act taken or the failure to take any such action, in connection with this Agreement, the Property, the other Loan Documents and or the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or or the other Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Sachs or any of the other Released Parties of their respective rights under Section 4 of this Agreement. (e) agrees that it is the intention of such Releasing Party that the foregoing releases shall be effective with respect to all matters, past and present, known and unknown, suspected and unsuspected. Each Releasing Party realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unsuspected, and each Releasing Party further agrees that the waivers and releases in this Agreement have been negotiated and agreed upon in light of that realization and that such Releasing Party nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown losses, damages, liabilities, costs and expenses. (f) agrees to indemnify, defend and hold harmless each of the Released Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for each of for the Released Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Released Parties shall be designated a party thereto), that may be imposed upon, incurred by, or asserted against any of the Released Parties in any manner in connection with or in any way directly or indirectly arising out of this Agreement, the Property, the other Loan Documents and the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or or the other Loan Documents (the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, defend and hold harmless set forth in the previous sentence may be unenforceable because such undertaking violates any law or public policy, each of Borrower, each PH Entity and each Guarantor Obligor shall pay the maximum portion that is permitted to be paid to satisfy the Indemnified Liabilities incurred by the Released Parties. (g) acknowledges that Lender is specifically relying upon such Releasing Party’s acknowledgments acknowledgements and agreements in this Section 12 in executing this Agreement, and that in the absence of such agreements Lender would be unwilling to agree to the consideration provided for in this Agreement. (h) agrees that all releases and discharges by such Releasing Party in this Agreement shall have the same effect as if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice.

Releases and Indemnifications. As a material part of the consideration for Lender’s execution of this Agreement, BorrowerEffective Date, each PH Entity of the Borrower Parties and each Guarantor its respective past, present and future employees, agents, attorneys, representatives, successors, assigns, and all persons or entities claiming by, through, or under any of them (for purposes of this Section 12 each such party is sometimes referred to as a and their respective successors and assigns, collectively, the “Releasing PartyParties”) for itself hereby: (a) acknowledges, agrees and affirms that as none of the date hereof he or it does not possess (i) them possesses any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Loan or the Mezzanine B Loan Documents (including any aspect of the origination, administration or enforcement thereof) ), or (ii) any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims.; (b) releases remises, releases, acquits and forever discharges Lender, Xxxxxxx Xxxxx and any other holder of participation interests its predecessors in the Loan, and each of their respective predecessors-in-interest, affiliates, subsidiaries subsidiaries, participants or assigns, and all of their respective past, present, and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Lender Released Parties”) from any and all existingmanner of debts, futureaccounts, or potential bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands, and causes of actionaction of any nature whatsoever, suits, proceedings, demands, damages, costs and expenses of every kind whatsoeverwhether at law or in equity, whether known or unknown, arising from that any of the Releasing Parties now have or relating to may hereafter have by reason of any alleged or actual act, omission, occurrencematter, cause or transaction prior thing, from the beginning of the world to and including the date of this Agreement is executed and delivered by all parties hereto, including any matters arising out of the foregoing or relating to the making, administration, servicing, enforcement, or collection of Loan and the Loan, or any of the foregoing arising from or relating to any discussions or negotiations between representatives of Lender, Xxxxxxx Sachs or any other holder of participation interests in the Loan or any affiliate or representative of any of the foregoing, on the one hand, and Borrower, any PH Entity or any Guarantor or any affiliate or representative of any of the foregoing, on the other hand, in respect of the Loan or under any theory of “lender liability” arising therefrom. (c) releases and forever discharges each of the Released Parties from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, in connection with or in any way arising out of this Agreement, the Property, the Loan Documents or the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the other Mezzanine B Loan Documents, including the origination, funding, servicing or administration thereof and any other agreement or transaction between any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Xxxxx or Releasing Parties and any of the other Lender Released Parties of their respective rights under Section 4 of this Agreement. concerning the Loan (d) agrees that none of the Released Parties shall be liable, responsible or accountable in damages to the Borrower, any PH Entity, any Guarantor or any affiliate of any all of the foregoing for any act taken or released claims are sometimes referred to as the failure to take any such action, in connection with this “Released Claims”); Mezzanine B Loan Forbearance Agreement, the Property, the Loan Documents and the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Sachs or any of the other Released Parties of their respective rights under Section 4 of this Agreement. (ec) agrees that it is the intention of such each of the Releasing Party Parties that the foregoing releases release shall be effective with respect to all matters, past and present, known and unknown, and suspected and unsuspected. Each of the Releasing Party Parties realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unanticipated, or unsuspected, and that each of the Releasing Party Parties further agrees that the waivers and releases in this Agreement have been negotiated and agreed upon in light of that realization and that such each of the Releasing Party Parties nevertheless hereby intends to release, discharge and acquit the Lender Released Parties from any such unknown losses, damages, liabilities, costs and expenses.; (fd) agrees agrees, jointly and severally, to indemnifyindemnify the Lender Released Parties for, defend hold the Lender Released Parties harmless from and hold harmless against, and undertake the defense of the Lender Released Parties with respect to, all Released Claims that each of the Released Releasing Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for each of the Released Parties in connection may assert with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Released Parties shall be designated a party thereto), that may be imposed upon, incurred by, or asserted against respect to any of the Released Parties in any manner in connection with or in any way directly or indirectly arising out of this AgreementClaims, despite the Property, the Loan Documents and the exercise by any existence of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents (the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, defend and hold harmless set forth in the previous sentence may be unenforceable because such undertaking violates any law or public policy, each of Borrower, each PH Entity and each Guarantor shall pay the maximum portion that is permitted to be paid to satisfy the Indemnified Liabilities incurred releases granted by the Released Parties.Releasing Parties herein; (ge) acknowledges that Lender is specifically relying upon such each of the Releasing Party’s acknowledgments Parties’ acknowledgements and agreements in this Section 12 in executing this Agreement, and that in the absence of such agreements Lender would be unwilling to agree to the consideration modifications provided for in this Agreement.; and (hf) agrees that all releases and discharges by such each of the Releasing Party Parties in this Agreement shall have the same effect as if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice.

Releases and Indemnifications. As a material part of the consideration for Lender’s execution of this Agreement, BorrowerEffective Date, each PH Entity of the Borrower Parties and each Guarantor its respective past, present and future employees, agents, attorneys, representatives, successors, assigns, and all persons or entities claiming by, through, or under any of them (for purposes of this Section 12 each such party is sometimes referred to as a and their respective successors and assigns, collectively, the “Releasing PartyParties”) for itself hereby: (a) acknowledges, agrees and affirms that as none of the date hereof he or it does not possess (i) them possesses any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Loan or the Loan Documents (including any aspect of the origination, administration or enforcement thereof) ), or (ii) any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims.; (b) releases remises, releases, acquits and forever discharges Lender, Xxxxxxx Xxxxx and any other holder of participation interests its predecessors in the Loan, and each of their respective predecessors-in-interest, affiliates, subsidiaries subsidiaries, participants or assigns, and all of their respective past, present, and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Lender Released Parties”) from any and all existingmanner of debts, futureaccounts, or potential bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands, and causes of actionaction of any nature whatsoever, suits, proceedings, demands, damages, costs and expenses of every kind whatsoeverwhether at law or in equity, whether known or unknown, arising from that any of the Releasing Parties now have or relating to may hereafter have by reason of any alleged or actual act, omission, occurrencematter, cause or transaction prior thing, from the beginning of the world to and including the date of this Agreement is executed and delivered by all parties hereto, including any matters arising out of the foregoing or relating to the making, administration, servicing, enforcement, or collection of the Loan, or any of the foregoing arising from or relating to any discussions or negotiations between representatives of Lender, Xxxxxxx Sachs or any other holder of participation interests in the Loan or any affiliate or representative of any of the foregoing, on the one hand, and Borrower, any PH Entity or any Guarantor or any affiliate or representative of any of the foregoing, on the other hand, in respect of the Loan or under any theory of “lender liability” arising therefrom. (c) releases and forever discharges each of the Released Parties from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, in connection with or in any way arising out of this Agreement, the Property, the Loan Documents or the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the other Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Xxxxx or any of the other Released Parties of their respective rights under Section 4 of this Agreement. (d) agrees that none of the Released Parties shall be liable, responsible or accountable in damages to the Borrower, any PH Entity, any Guarantor or any affiliate of any of the foregoing for any act taken or the failure to take any such action, in connection with this Agreement, the Property, the Loan Documents and the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents, including the origination, funding, servicing or administration thereof and any other agreement or transaction between any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Sachs or Releasing Parties and any of the other Lender Released Parties concerning the Loan (all of their respective rights under Section 4 of this Agreement.the foregoing released claims are sometimes referred to as the “Released Claims”); (ec) agrees that it is the intention of such each of the Releasing Party Parties that the foregoing releases release shall be effective with respect to all matters, past and present, known and unknown, and suspected and unsuspected. Each of the Releasing Party Parties realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unanticipated, or unsuspected, and that each of the Releasing Party Parties further agrees that the waivers and releases in this Agreement have been negotiated and agreed upon in light of that realization and that such each of the Releasing Party Parties nevertheless hereby intends to release, discharge and acquit the Lender Released Parties from any such unknown losses, damages, liabilities, costs and expenses.; (fd) agrees agrees, jointly and severally, to indemnifyindemnify the Lender Released Parties for, defend hold the Lender Released Parties harmless from and hold harmless against, and undertake the defense of the Lender Released Parties with respect to, all Released Claims that each of the Released Releasing Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for each of the Released Parties in connection may assert with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Released Parties shall be designated a party thereto), that may be imposed upon, incurred by, or asserted against respect to any of the Released Parties in any manner in connection with or in any way directly or indirectly arising out of this AgreementClaims, despite the Property, the Loan Documents and the exercise by any existence of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents (the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, defend and hold harmless set forth in the previous sentence may be unenforceable because such undertaking violates any law or public policy, each of Borrower, each PH Entity and each Guarantor shall pay the maximum portion that is permitted to be paid to satisfy the Indemnified Liabilities incurred releases granted by the Released Parties.Releasing Parties herein; (ge) acknowledges that Lender is specifically relying upon such each of the Releasing Party’s acknowledgments Parties’ acknowledgements and agreements in this Section 12 14 in executing this Agreement, and that in the absence of such agreements Lender would be unwilling to agree to the consideration modifications provided for in this Agreement.; and Forbearance Agreement (hf) agrees that all releases and discharges by such each of the Releasing Party Parties in this Agreement shall have the same effect as if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice.

Releases and Indemnifications. As a material part of the consideration for Lender’s execution of this Agreement, BorrowerEffective Date, each PH Entity of the Borrower Parties and each Guarantor its respective past, present and future employees, agents, attorneys, representatives, successors, assigns, and all persons or entities claiming by, through, or under any of them (for purposes of this Section 12 each such party is sometimes referred to as a and their respective successors and assigns, collectively, the “Releasing PartyParties”) for itself hereby: (a) acknowledges, agrees and affirms that as none of the date hereof he or it does not possess (i) them possesses any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Loan or the Mezzanine A Loan Documents (including any aspect of the origination, administration or enforcement thereof) ), or (ii) any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims.; (b) releases remises, releases, acquits and forever discharges Lender, Xxxxxxx Xxxxx and any other holder of participation interests its predecessors in the Loan, and each of their respective predecessors-in-interest, affiliates, subsidiaries subsidiaries, participants or assigns, and all of their respective past, present, and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Lender Released Parties”) from any and all existingmanner of debts, futureaccounts, or potential bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands, and causes of actionaction of any nature whatsoever, suits, proceedings, demands, damages, costs and expenses of every kind whatsoeverwhether at law or in equity, whether known or unknown, arising from that any of the Releasing Parties now have or relating to may hereafter have by reason of any alleged or actual act, omission, occurrencematter, cause or transaction prior thing, from the beginning of the world to and including the date of this Agreement is executed and delivered by all parties hereto, including any matters arising out of the foregoing or relating to the making, administration, servicing, enforcement, or collection of Loan and the Loan, or any of the foregoing arising from or relating to any discussions or negotiations between representatives of Lender, Xxxxxxx Sachs or any other holder of participation interests in the Loan or any affiliate or representative of any of the foregoing, on the one hand, and Borrower, any PH Entity or any Guarantor or any affiliate or representative of any of the foregoing, on the other hand, in respect of the Loan or under any theory of “lender liability” arising therefrom. (c) releases and forever discharges each of the Released Parties from any and all existing, future, or potential liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages, costs and expenses of every kind whatsoever, whether known or unknown, in connection with or in any way arising out of this Agreement, the Property, the Loan Documents or the exercise by any of the Released Parties of any of their rights and remedies under this Agreement and/or the other Mezzanine A Loan Documents, including the origination, funding, servicing or administration thereof and any other agreement or transaction between any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Xxxxx or Releasing Parties and any of the other Lender Released Parties of their respective rights under Section 4 of this Agreement. concerning the Loan (d) agrees that none of the Released Parties shall be liable, responsible or accountable in damages to the Borrower, any PH Entity, any Guarantor or any affiliate of any all of the foregoing for any act taken or released claims are sometimes referred to as the failure to take any such action, in connection with this Agreement, the Property, the Loan Documents and the exercise by any of the “Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents, including any of the foregoing in connection with or in any way arising out of the exercise by Servicer, Xxxxxxx Sachs or any of the other Released Parties of their respective rights under Section 4 of this Agreement.Claims”); (ec) agrees that it is the intention of such each of the Releasing Party Parties that the foregoing releases release shall be effective with respect to all matters, past and present, known and unknown, and suspected and unsuspected. Each of the Releasing Party Parties realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unanticipated, or unsuspected, and that each of the Releasing Party Parties further agrees that the waivers and releases in this Agreement have been negotiated and agreed upon in light of that realization and that such each of the Releasing Party Parties nevertheless hereby intends to release, discharge and acquit the Lender Released Parties from any such unknown losses, damages, liabilities, costs and expenses.; (fd) agrees agrees, jointly and severally, to indemnifyindemnify the Lender Released Parties for, defend hold the Lender Released Parties harmless from and hold harmless against, and undertake the defense of the Lender Released Parties with respect to, all Released Claims that each of the Released Releasing Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for each of the Released Parties in connection may assert with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Released Parties shall be designated a party thereto), that may be imposed upon, incurred by, or asserted against respect to any of the Released Parties in any manner in connection with or in any way directly or indirectly arising out of this AgreementClaims, despite the Property, the Loan Documents and the exercise by any existence of the Released Parties of any of their rights and remedies under this Agreement and/or the Loan Documents (the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, defend and hold harmless set forth in the previous sentence may be unenforceable because such undertaking violates any law or public policy, each of Borrower, each PH Entity and each Guarantor shall pay the maximum portion that is permitted to be paid to satisfy the Indemnified Liabilities incurred releases granted by the Released Parties.Releasing Parties herein; Mezzanine A Loan Forbearance Agreement (ge) acknowledges that Lender is specifically relying upon such each of the Releasing Party’s acknowledgments Parties’ acknowledgements and agreements in this Section 12 in executing this Agreement, and that in the absence of such agreements Lender would be unwilling to agree to the consideration modifications provided for in this Agreement.; and (hf) agrees that all releases and discharges by such each of the Releasing Party Parties in this Agreement shall have the same effect as if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice.