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.

Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Settlement Agreement. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.

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.

Waiver of Defenses, Counterclaims, and Setoffs - In consideration of the accommodations made in this Agreement, the Borrower and Bank acknowledge and affirm that, as of the Effective Date, they have no defenses, counter-claims, or setoffs which may be asserted against the Lender, nor have they assigned any of same, and that the Lender has neither violated any of the terms or conditions of any Loan Documents, nor made any representations or promises which are not contained in this Agreement, in the related loan documents, or in any other agreement between the parties.

Section # Waiver of Offsets/Defenses/Counterclaims. Each Borrower hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by the Agent, the Lender or their respective agents or otherwise to offset any Obligations under the Loan Documents. No failure by the Agent or the Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which such Borrower is obligated to make under any of the Loan Documents. Without limiting any other provisions contained herein, each Borrower hereby unconditionally and irrevocably waives, to the maximum extent not prohibited by law, any right and all rights it may have to claim or recover against the Agent or the Lender in any legal action or proceeding any special, exemplary, punitive or consequential damages.