The Borrowers hereby confirm that the Borrowers are indebted to Lender for the Loan Obligations, Letter of Credit Obligations and other Obligations as set forth in the Credit Agreement and the other Loan Documents. Each Borrower further acknowledges and agrees that as of the date hereof, it has no claim, defense or set-off right against Lender of any nature whatsoever, whether sounding in tort, contract or otherwise, and has no claim, defense or set-off of any nature whatsoever to the enforcement by Lender of the full amount of the Loans and other Obligations of the Loan Parties under the Credit Agreement and the other Loan Documents.

Acknowledgment of Indebtedness and Obligations. Borrowers hereby acknowledge and confirm that the Borrowers are indebted to Lender for the Loan Obligations, Letter of Credit Obligations and other Obligations as set forth in the Credit Agreement and the other Loan Documents. Each Borrower further acknowledges and agrees thatthat, as of the date hereof, it has no claim, defenseBorrowers are jointly and severally liable on the Obligations, without defense, setoff or set-off right against Lender of any nature whatsoever, whether sounding in tort, contract or otherwise, and has no claim, defense or set-off of any nature whatsoever to the enforcement by Lender of the full amount of the Loans and other Obligations ofcounterclaim, under the Loan Parties under the Credit Agreement (in addition to any other indebtedness or obligations owed by Borrowers with respect to Bank Products owing to Agent and the other Loan Documents.its Affiliates that are Bank Product Providers).