There exists no defense, claim, counterclaim or setoff whatsoever in favor of Borrower with respect to the obligations of Borrower under the Credit Agreement or any other Loan Document or, to the extent any such defense, claim, counterclaim or setoff may exist, it is hereby waived and released.

SECTION # Waiver of Claims or Defenses. The Borrower represents that it does not have any set-offs, defenses, recoupments, offsets, counterclaims or other causes of action against the Lender relating to the Loan Documents and the indebtedness evidenced and secured thereby and agree that, if any such set-off, defense, counterclaim, recoupment or offset otherwise exists on the date of this Amendment, each such defense, counterclaim, recoupment, offset or cause of action is hereby waived and released forever.