Common use of Offsets, Counterclaims and Defenses Clause in Contracts

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The 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 Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have (including with respect to any Future Funding Obligation or any default or dispute relating thereto) against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it one or more Borrowers by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents which one or the Funding Loan Documents which the Borrower more Borrowers may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower one or more Borrowers in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerBorrowers.

Offsets, Counterclaims and Defenses. The Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it one or more Borrowers by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents which one or the Funding Loan Documents which the Borrower more Borrowers may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower one or more Borrowers in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerBorrowers.

Offsets, Counterclaims and Defenses. The 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 Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding LenderXxxxxx’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it Borrower by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have (including with respect to any future funding obligation, if any, or any default or dispute relating thereto) against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it one or more Borrowers by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents which one or the Funding Loan Documents which the Borrower more Borrowers may otherwise have (including with respect to any Future Funding Obligation or any default or dispute relating thereto) against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower one or more Borrowers in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the BorrowerBorrowers.

Offsets, Counterclaims and Defenses. The Borrower hereby knowingly waives the right to assert a any counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it Borrower by the Funding Lender or the Servicer with respect to a Borrower Loan PaymentLender. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents any successor of Lender shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documentsthe Loan Documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon under such documents, and any Loan Document. Any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The As of the date hereof, Borrower hereby waives acknowledges and agrees that it has no defenses, offsets or counterclaims to any of its respective obligations under the right to assert a counterclaimOriginal Loan Documents, other than a compulsory counterclaimthe Note or this Agreement, in nor any action or proceeding brought claims against it by the Funding Lender or the Servicer with respect to a Borrower Loan Paymentof any nature whatsoever. Any assignee of Funding Lender’s interest in this Agreement, the Assignment and to the Borrower Loan Documents or the Funding Loan Documents Note shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to the Borrower Loan Documents Note, the Assignment or the Funding Loan Documents this Agreement which the Borrower may otherwise have against any assignor of such documentsthis Agreement, the Assignment and the Note and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documentsthis Agreement, the Assignment or the Note and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it Borrower by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have (including with respect to any Future Funding Obligation or any default or dispute relating thereto) against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s interest in and to this Agreement, the Borrower Loan Documents or Note and the Funding other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to the Borrower Loan Documents or the Funding Loan Documents such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower. Borrower hereby waives the Borrowerright to assert (and agrees not to assert) a counterclaim of any nature, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any Obligations. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments that Borrower is obligated to make under any of the Loan Documents. SECTION 10.16.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s 's interest in and to this Agreement, the Borrower Loan Documents or Notes, the Funding Mortgages, the Second Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to this Agreement, the Borrower Loan Documents or Notes, the Funding Mortgages, the Second Mortgages and the other Loan Documents which the Borrower may otherwise have against any assignor of such documentsor this Agreement, the Notes, the Mortgages, the Second Mortgages and the other Loan Documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documentsthis Agreement, the Notes, the Mortgages, the Second Mortgages and other Loan Documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower and Indemnitor each hereby knowingly waives the right to assert a any counterclaim, other than a compulsory counterclaim, in any action action, suit or proceeding brought against it either of them by the Funding Lender or the Servicer with respect to a Borrower Loan PaymentTrustee. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents any successor of Lender shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower or Indemnitor may otherwise have against any assignor of such documentsthe Loan Documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower or Indemnitor in any action action, suit or proceeding brought by any such assignee upon under such documents, and any Loan Documents. Any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action action, suit or proceeding is hereby expressly waived by the BorrowerBorrower and Indemnitor.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender Lender, the Fiscal Agent or the Servicer with respect to a Borrower Loan Payment. Any assignee of the Funding Lender’s or the Fiscal Agent’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it Borrower by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have (including with respect to any future funding obligation, if any, or any default or dispute relating thereto) against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. ﷒ The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of the Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s 's interest in and to this Agreement, the Borrower Loan Documents or Notes, the Funding Mortgages, the Second Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to this Agreement, the Borrower Loan Documents or Notes, the Funding Mortgages, the Second Mortgages and the other Loan Documents which the Borrower may otherwise have against any assignor of such documentsthis Agreement, the Notes, the Mortgages, the Second Mortgages and the other Loan Documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documentsthis Agreement, the Notes, the Mortgages, the Second Mortgages and other Loan Documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the ----------------------------------- right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s 's interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that which are unrelated to the Borrower Loan and the Loan Documents or the Funding Loan Documents and which the any Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the any Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the each Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Administrative Agent, the Funding Lender Lenders or their respective agents, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Administrative Agent or any Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including any servicer, or otherwise offset any obligations to make payments required under the Servicer with respect to a Borrower Loan PaymentDocuments. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all unrelated offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required under the Servicer with respect Loan Documents provided that the foregoing shall not be construed to a prohibit Borrower Loan Paymentfrom maintaining an independent action. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documentsdocuments (but without prejudice to any rights Borrower may have under applicable law and the Loan Documents against (x) such assignor and (y) such assignee of Lender with respect to acts, events or omissions first occurring or arising after the date of such assignment), and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.83 71215191