Common use of Offsets, Counterclaims and Defenses Clause in Contracts

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note, any Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of any Lender’s interest in and to this Agreement, the Note, any Mortgage Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage Agreement and the other Loan Documents which any Borrower may otherwise have against any assignor, assignor or this Agreement and no the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, Agreement or upon any Mortgage and other Loan Documents and any 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 each Borrower.

Offsets, Counterclaims and Defenses. Any To the extent permitted by applicable law, any assignee of Lender’s interest in and to this Agreement, the NotePledge Agreement, any Mortgage the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims (other than a compulsory counterclaim) or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage such documents and the other Loan Documents which any Borrower may otherwise have against any assignorassignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage and other Loan Documents 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage and the other Loan Documents which Borrower or any Borrower of its Affiliates may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower or any Borrower of its Affiliates in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the NoteNotes, any Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the NoteNotes, any Mortgage and the other Loan Documents which Borrower or any Borrower of its Affiliates may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower or any Borrower of its Affiliates in any action or proceeding brought by any such assignee upon this Agreement, the NoteNotes, any Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of any of Lender’s interest in and to this Agreement, the Note, any Mortgage Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage Agreement and the other Loan Documents which any Borrower may otherwise have against any assignor, assignor or this 110 Agreement and no the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, Agreement or upon any Mortgage and other Loan Documents and any 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any the Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any the Mortgage and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any the Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any To the extent permitted by applicable law, any assignee of Lender’s Lenders’ interest in and to this Agreement, the NoteSecurity Instrument, any Mortgage the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims (other than a compulsory counterclaim) or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage such documents and the other Loan Documents which any Borrower may otherwise have against any assignorassignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage and other Loan Documents 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of ----------------------------------- Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower or Operator may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower or Operator in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the 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 each BorrowerBorrower and Operator.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note, any Mortgage Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim (other than a counterclaim which can only be asserted in the Loansuit, action or proceeding by such assignee on this Agreement, the Note, the Pledge Agreement and any Mortgage Loan Document and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim cannot be maintained in a separate action) or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage and other Loan Documents 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of the Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Indenture and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loanto, this Agreement, the Note, any Mortgage the Indenture and the other Loan Documents which any Borrower Owner may otherwise have against any assignorassignor of this Agreement, the Note, the Indenture and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower Owner in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the Indenture 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 each BorrowerOwner.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note, any Mortgage Loan Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage Loan Agreement and the other Loan Documents which any Borrower may otherwise have against any assignor, assignor or this Loan Agreement and no the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, Loan Agreement or upon any Mortgage and other Loan Documents and any 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the NoteMortgage, any Mortgage the Assignment and the other Loan Documents Note shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the NoteMortgages, any Mortgage and the other Loan Documents Assignment or the Note which any Borrower may otherwise have against any assignorassignor of this Agreement, the Mortgages, the Assignment and the Note and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the NoteMortgages, any Mortgage and other Loan Documents 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note, any the Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any the Mortgage and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any the Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, any Mortgage, the Note, any Mortgage and Assignment or the other Loan Documents Note shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the NoteMortgages, any Mortgage and the other Loan Documents Assignment or the Note which any Borrower may otherwise have against any assignorassignor of this Agreement, the Mortgages, the Assignment and the Note and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the NoteMortgages, any Mortgage and other Loan Documents 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower may otherwise have against any assignorassignor of this Agreement, the Note, the Mortgages and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of ----------------------------------- Lender’s 's 119 interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower or Operator may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower or Operator in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the 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 each BorrowerBorrower and Operator.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this AgreementMortgage, the Note, Note or any Mortgage and the other Construction Loan Documents Document shall take the same free and clear of all offsets, counterclaims or defenses of any nature whatsoever which are unrelated to the Loan, this Agreement, the Note, any Mortgage and the other Loan Documents which any Borrower Mortgagor may otherwise have against any assignorassignor of this Mortgage, the Note or any other Construction Loan Document and the Debt and no such unrelated offset, counterclaim or defense shall be interposed or asserted by any Borrower Agency and Mortgagor in any action or proceeding brought by any such assignee upon this AgreementMortgage, the Note, Note or any Mortgage and other Construction Loan Documents Document and/or the Debt 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 each BorrowerAgency and Mortgagor.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to the Mortgage, this Agreement, the Note, Note or any Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any the Mortgage and the such other Loan Documents which any Borrower Mortgagor may otherwise have against any assignorassignor of the Mortgage, this Agreement, the Note and such other Loan Documents and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower Mortgagor in any action or proceeding brought by any such assignee upon the Mortgage, this Agreement, the Note, Note or any Mortgage 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 each BorrowerMortgagor.

Offsets, Counterclaims and Defenses. Any assignee of any of Lender’s interest in and to this Agreement, the Note, any Mortgage Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage Agreement and 121 the other Loan Documents which any Borrower may otherwise have against any assignor, assignor or this Agreement and no the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, Agreement or upon any Mortgage and other Loan Documents and any 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note, any Mortgage Loan Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage Loan Agreement and the other Loan Documents which any Borrower may otherwise have against any assignor, assignor or this Loan Agreement and no the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, Loan Agreement or upon any Mortgage and other Loan Documents and any 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this AgreementMortgage, the Note, Note or any Mortgage and the other Loan Documents Document shall take the same free and clear of all offsets, counterclaims or defenses of any nature whatsoever which are unrelated to the Loan, this Agreement, the Note, any Mortgage and the other Loan Documents which any Borrower Mortgagor may otherwise have against any assignorassignor of this Mortgage, the Note or any other Loan Document and the Debt and no such unrelated offset, counterclaim or defense shall be interposed or asserted by any Borrower Agency and Mortgagor in any action or proceeding brought by any such assignee upon this AgreementMortgage, the Note, Note or any Mortgage and other Loan Documents Document and/or the Debt 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 each BorrowerAgency and Mortgagor.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are 121 127 unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of the Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Indenture and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Indenture and the other Loan Documents which any Borrower may otherwise have against any assignorassignor of this Agreement, the Note, the Indenture and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the Indenture 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the NoteNotes, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the NoteNotes, any Mortgage the Mortgages and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the NoteNotes, any Mortgage the 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower or Operator may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower or Operator in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the 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 each BorrowerBorrower and Operator.

Offsets, Counterclaims and Defenses. Any assignee of any Lender’s 's interest in and to this Agreement, the Note, any the Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any the Mortgage and the other Loan Documents which any Borrower may otherwise have against any assignorassignor or this Agreement, the Note, the Mortgage and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any the Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of the ----------------------------------- Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Indenture and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Indenture and the other Loan Documents which any Borrower Owner may otherwise have against any assignorassignor of this Agreement, the Note, the Indenture and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower Owner in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the Indenture 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 each BorrowerOwner.

Offsets, Counterclaims and Defenses. Any assignee of ----------------------------------- Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Mortgages and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the Mortgages and other Loan Documents 113 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any the Mortgage and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which that are unrelated to the Loan, this Agreement, the Note, any the Mortgage and the other Loan Documents which any that Borrower may otherwise have against any assignorassignor or this Agreement, the Note, the Mortgage and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any the Mortgage 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of any Agent's or any Lender’s 's interest in and to this Agreement, the Note, any Mortgage Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage Agreement and the other Loan Documents which any the Borrower may otherwise have against any assignorassignor of this Agreement and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any the Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage Agreement and other Loan Documents and any such right to interpose or assert any such unrelated offset, counterclaim (other than compulsory counterclaims) or defense in any such action or proceeding is hereby expressly waived by each the Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s 's interest in and to this Agreement, the Note, any Mortgage the Deeds of Trust and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this Agreement, the Note, any Mortgage the Deeds of Trust and the other Loan Documents which any Borrower may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower in any action or proceeding brought by any such assignee upon this Agreement, the Note, any Mortgage the Deeds of Trust 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 each Borrower.

Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this AgreementMortgage, the Note, Note or any Mortgage and the other Loan Documents Document shall take the same free and clear of all offsets, counterclaims or defenses of any nature whatsoever which are unrelated to the Loan, this Agreement, the Note, any Mortgage and the other Loan Documents which any Borrower Mortgagor may otherwise have against any assignorassignor of this Mortgage, the Note or any other Loan Document and the Indebtedness hereby secured and no such unrelated offset, counterclaim or defense shall be interposed or asserted by any Borrower Mortgagor in any action or proceeding brought by any such assignee upon this AgreementMortgage, the Note, Note or any Mortgage and other Loan Documents Document and/or the Indebtedness hereby secured 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 each BorrowerMortgagor.

Offsets, Counterclaims and Defenses. Any assignee of ----------------------------------- Lender’s 's interest in and to this AgreementIndenture, the Note, any Mortgage Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, this AgreementIndenture, the Note, any Mortgage Note and the other Loan Documents which any Borrower Owner may otherwise have against any assignorassignor of this Indenture, the Note and the other Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any Borrower Owner in any action or proceeding brought by any such assignee upon this AgreementIndenture, the Note, any Mortgage Note 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 each BorrowerOwner.