No Offset or Defense. There is no right of offset, abatement, diminution, or rescission or valid defense or counterclaim with respect to any of the related Mortgage Note, Mortgage(s) or other agreements executed in connection therewith, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, yield maintenance charges or prepayment premiums and, as of the Closing Date, to the Seller's actual knowledge no such rights have been asserted.
No Offset or Defense. Subject to the limitations set forth in paragraph (5), as of the date of its origination there was, and as of the Cut-off Date there is, no valid right of offset and no valid 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, 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.
No Offset or Defense. The Secured Obligations are not subject to any offset or defense of any kind against the Secured Party or the Company.
No Offset or Defense. Subject to the limitations set forth in paragraph (5) and to Borrower's actual knowledge, as of the date of its origination there was, and as of the Funding Date there is, no valid right of offset and no valid 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, 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.
No Offset or Defense. Each Mortgage Loan is not subject -------------------- to any valid right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the related Mortgage Note or Mortgage, or the exercise of any right thereunder, render either the related Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury (subject to any bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, or by the application of the rules of equity), and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto.
No Offset or Defense. There is no valid offset, defense or counterclaim to any Credit Lease Loan (including the defense of usury), nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any rights thereunder, render the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, offset, abatement, diminution, defense or counterclaim except that certain terms and conditions, rights and remedies provided for in the loan documents may be unenforceable, but any such unenforceability shall not render the loan documents unenforceable as a whole, nor will lender be denied the practical realization of the material benefits of the loan documents; and no such right of rescission, offset, abatement, diminution, defense or counterclaim has been asserted with respect to any Credit Lease Loan;
