Defenses and Setoffs. Each Credit Party hereby represents and warrants that as of the date hereof, there are no defenses, setoffs, claims or counterclaims which could be asserted against the Agent or the Lenders arising from or in connection with the Credit Agreement or any other Financing Document.

Borrower's obligations, liabilities, and duties under the Business Financing Agreement and the other Existing Documents are absolute and unconditional and are not subject to any present defenses, setoffs, claims, or counterclaims, and any such present defenses, setoffs, claims, and counterclaims are hereby expressly waived by Borrower;

No Defenses. Neither any Originator nor ​ has any knowledge either of any facts which would give rise to any right of rescission, offset, claim, counterclaim or defense, or of the same being asserted or threatened and is not subject to any dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the related Obligor) with respect to any Receivable.

No Defenses. The Mortgage Loan (and the Assignment of Proprietary Lease related to each Co-op Loan) is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage or with respect to a Ginnie Mae Modified Loan, the terms of the Modification Agreement, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage or with respect to a Ginnie Mae Modified Loan, the Modification Agreement unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and, other than with respect to a Scratch and Dent Mortgage Loan, no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at, or subsequent to, the time the Mortgage Loan was originated or with respect to a Ginnie Mae Modified Loan, at the time the Modification Agreement was entered into.

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.

Modifications; Remedies Cumulative; Setoffs. Lender shall not by any act, delay, omission or otherwise be deemed to have modified, amended, waived, extended, discharged or terminated any of its rights or remedies, and no modification, amendment, waiver, extension, discharge or termination of any kind shall be valid unless in writing and signed by Lender and Borrower. All rights and remedies of Lender under the terms of this Note and applicable statutes or rules of law shall be cumulative, and may be exercised successively or concurrently. Borrower agrees that there are no defenses, equities or setoffs with respect to the obligations set forth herein as of the date hereof, and to the extent any such defenses, equities, or setoffs may exist, the same are hereby expressly released, forgiven, waived and forever discharged.

Setoffs by Medexus. If Medexus sets off against the Purchased Receivables any amount owing from Seller, then Seller shall promptly, and in any event no later than five Business Days, pay to Buyer a sum equal to the amount of such set-off. After Seller makes the payment referred to in the first sentence of this ‎[Section 7.2(b)], Seller shall be entitled to, and Buyer shall not be entitled to, any amounts recovered from Medexus in respect of such set-off.

Waiver of Setoffs. The Securities Intermediary hereby expressly waives any and all rights of setoff that such party may otherwise at any time have under Applicable Law with respect to any Secured Account.

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized Debtors’ rights regarding any Unimpaired Claim, including all rights regarding legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claim.

SECTION # Payments Generally; Pro Rata Treatment; Sharing of Setoffs 4551

Section # Misdirected Payments; Setoffs.

SECTION #Setoffs; Sharing of Set-Offs; Application of Payments. ​

Section # Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

Section # Waiver of Defenses; Absence of Fiduciary Duties

The following provisions shall survive any termination of this Agreement pursuant to this ‎Section 9.14: ‎Section 6.1 (Confidentiality); Use of Names) ‎Section 7.2 (Misdirected Payments; Setoffs), ‎Section 7.3 (Medexus Reports; Notices; Correspondence), ‎ARTICLE VIII (Indemnification) and ‎ARTICLE IX (Miscellaneous).

change any provision altering the order of or the pro rata sharing of payments or setoffs required thereby, including, without limitation, [Section 2.14(b) or (c)])] or [Section 9.02], without the written consent of each Lender directly affected thereby;

The Company, by signing this Agreement, hereby agrees and stipulates that it has no defenses, affirmative defenses, rights to offset, or counterclaims against the exercise of any of the rights or remedies of Noteholder under Note, the Amended Note, or the Purchase Agreement.

Represents and warrants that, as of the date hereof, there are no claims, defenses, offsets or counterclaims with respect to any of its obligations under the Loan Agreement, and to the extent any such claims, defenses, offsets or counterclaims have arisen, they are hereby waived.

Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of # the Closing and # termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim).

The Obligations of the ​ will be limited as necessary to recognize certain defenses generally available to ​ (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar Laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable Law.