F. Waiver and Release. To induce the Original Lender, the Original Collateral Agent, the New Lender and the New Collateral Agent to agree to the terms of this Agreement, the Borrower, the Subsidiary Guarantors and their respective Affiliates (collectively, the Releasing Parties) represent and warrant that, as of the date hereof, there are no claims or offsets against, or rights of recoupment with respect to, or disputes of, or defenses or counterclaims to, their obligations under the Original Loan Documents, and in accordance therewith they: (i) waive any and all such claims, offsets, rights of recoupment, disputes, defenses and counterclaims, whether known or unknown, arising prior to the date hereof; (ii) forever release, relieve, and discharge the Original Lender and the Original Collateral Agent and each of their respective officers, directors, shareholders, members, partners, predecessors, successors, assigns, attorneys, accountants, agents, employees and representatives (collectively, the Released Parties), and each of them, from any and all claims, liabilities, demands, causes of action, debts, obligations, promises, acts, agreements and damages, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, liquidated or unliquidated, matured or unmatured, whether at law or in equity, which the Releasing Parties ever had, now have, or may, shall or can hereafter have, directly or indirectly arising out of or in any way based upon, connected with, or related to matters, things, acts, conduct and/or omissions at any time to and including the date hereof, including without limitation any and all claims against the Released Parties arising under or related to any of the Original Loan Documents or any of the transactions contemplated thereby; (iii) covenant and agree not to bring any claim, action, suit or proceeding against the Released Parties, directly or indirectly, regarding or related in any manner to the matters released hereby; and (iv) represent and warrant to the Released Parties that they have not heretofore assigned or transferred, or purported to assign or transfer, to any Person or entity any claims or other matters herein released. In connection with the release contained in this Section 4(F), the Releasing Parties acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which they know or believe to be true, with respect to the matters released herein. Nevertheless, it is the intention of the Releasing Parties, through this Agreement and with advice of counsel, fully, finally and forever to release all such matters, and all claims related thereto, which do now exist, or heretofore have existed. In furtherance of such intention, the releases herein given shall be and remain in effect as a full and complete release of such matters notwithstanding the discovery or existence of any such additional or different claims or facts related thereto.
G. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Any signature (including, without limitation, (x) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record and (y) any facsimile or .pdf signature) hereto or to any other certificate, agreement or document related to this Agreement, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.
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