(a) Effective as of the Effective Date, each Party (in such capacity, the “ Releasing Party ”) does hereby, for itself and each of its affiliates (in the case of the Manager) or controlled affiliates (in the case of the Company), release and forever discharge the other Party and its affiliates and each of their respective current or former stockholders, directors, officers, agents and employees (in each case, in such person’s respective capacity as such) and their respective heirs, executors, administrators, successors and assigns, from any and all liabilities whatsoever to the Releasing Party or any of its affiliates (in the case of the Manager) or controlled affiliates (in the case of the Company), whether at law or in equity (including any right of contribution), whether arising under any contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Date; provided , however , that this release does not purport to apply to (i) the proceeding captioned Cumming v. Edens , C.A. No. 13007-VCS, pending in the Delaware Court of Chancery (the “ Derivative Litigation ”), (ii) any indemnification obligations pursuant to Section 11 of the Management Agreement as described in Sections 1.01  and 6.01 , which obligations shall survive as set forth in such Sections or (iii) any rights of a Party under this Agreement or the TSA.