Absence of Defenses. The Mortgage and the Note are not subject to any right of rescission, set-off, counterclaim, or defense (including the defense of usury), based on the invalidity or unenforceability of the Note and/or Mortgage or on any conduct of the Seller, the Depositor or any of their officers, employees, representatives, affiliates or assignors in originating or servicing the Initial Mortgage Loan prior to the Cut-Off Date (or, in the case of a Subsequent Mortgage Loan, the Subsequent Cut-Off Date), nor will the operation of any of the terms of the Mortgage or the Note, or the exercise of any right thereunder, render the Mortgage or the Note unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim, or defense (including the defense of usury) based on any such invalidity, unenforceability or conduct. No right of rescission, set-off, counterclaim, or defense with respect thereto has been asserted to the Seller or, to Seller's knowledge, has been asserted to any other person and no Mortgagor was a debtor in any state or Federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated.
Absence of Defenses. In the case of each Mortgage Loan as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, to the Seller’s knowledge, as of the Closing Date, there is no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, and the Seller has no knowledge of such rights, defenses or counterclaims having been asserted.
Absence of Defenses. The Loan and the Note are not subject to ------------------- any right of rescission, set-off, counterclaim, or defense (including the defense of usury), based on the invalidity or unenforceability of the Note and/or Mortgage or on any conduct of Seller or any of its officers, employees, representatives, Affiliates or assignors in originating or servicing the Loan prior to the Settlement Date, nor will the operation of any of the terms of the Loan or the Note, or the exercise of any right thereunder, render the Loan or the Note unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim , or defense (including the defense of usury) based on any such invalidity, unenforceability or conduct. No right of rescission, set-off, counterclaim, or defense with respect thereto has been asserted to Seller or, to Seller's knowledge, has been asserted to any other person and no Obligor was a debtor in any state or Federal bankruptcy or insolvency proceeding at the time the Loan was originated.
Absence of Defenses. As of the date of its origination, there was no right of offset, diminution or rescission or valid defense or counterclaim with respect to the mezzanine note or the Mezzanine Loan documents and, to Seller's knowledge, as of the date such Mezzanine Loan is acquired by the Issuer, there is no right of offset, diminution or rescission or valid defense or counterclaim with respect to such mezzanine note or Mezzanine Loan documents.
Absence of Defenses. As of the date of its origination, there was no right of offset, diminution or rescission or valid defense or counterclaim with respect to the Preferred Equity Security or the Preferred Equity Documentation which benefit the holder of the Preferred Equity Security and, to Seller's knowledge, as of the date such Preferred Equity Security is acquired by the Issuer, there is no right of offset, diminution or rescission or valid defense or counterclaim with respect to such Preferred Equity Security or such Preferred Equity Documents.
Absence of Defenses. The Loan and the Note are not subject to any right of rescission, set-off, counterclaim, or defense (including the defense of usury), based on the invalidity or unenforceability of the Note and/or Mortgage or on any conduct of Seller or any of its officers, employees, representatives, or Affiliates in originating or servicing the Loan prior to the Settlement Date. Nor will the operation of any of the terms of the Loan or Note, or the exercise of any right thereunder, render the Loan or Note unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim, or defense (including the defense of usury) based on any such invalidity, unenforceability or conduct. No right rescission, set-off, counterclaim, or defense with respect thereto has been asserted to Seller or, to Seller's knowledge, has been asserted to any other person.
Absence of Defenses. The MH Loan, MH Note and the MH Contract, are not subject to any right of rescission, set-off, counterclaim, or defense (including the defense of usury), based on the invalidity or unenforceability of the MH Loan, MH Note, and/or MH Contract, or on any conduct of Seller or any of its officers, employees, representatives, Affiliates or assignors in origination or servicing the MH Loan, nor will the operations of any of the terms of the MH Loan, the MH Note, or the MH Contract, or the exercise of any right thereunder, render the MH Loan, the MH Note, or the MH Contract, unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim, or defense with respect thereto. No such right of rescission, set-off, counterclaim or defense has been asserted to the Seller or has been asserted to any other person, and no Obligor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the MH Loan was originated and the Seller has not received notice that any Obligor is a debtor in any such proceeding. The making of the MH Loan did not violate any existing court order and was in compliance with any statutes, rules and regulations.
Absence of Defenses. The Mortgage and the Note are not subject to any right of rescission, set-off, counterclaim, or defense (including the defense of deceptive trade practice or usury), based on the invalidity or unenforceability of the Note and/or Mortgage or on any conduct of Seller or any of its officers, employees, representatives, or Affiliates in originating or servicing the Mortgage Loan prior to the Settlement Date. Nor will the operation of any of the terms of the Mortgage or Note, or the exercise of any right thereunder, render the Mortgage or Note unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim, or defense (including the defense of usury) based on any such invalidity, unenforceability or conduct. No right of rescission, set-off, counterclaim, or defense with respect thereto has been asserted to Seller or, to Seller's knowledge, has been asserted to any other person.
