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.

NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Lender would not enter into this BFMA without Borrower’s assurance that it has no claims against Lender or any of Lender’s officers, directors, employees or agents. Except for the obligations arising hereafter under this BFMA, each Borrower releases Lender, and each of Lender’s and entity’s officers, directors and employees from any known or unknown claims that Borrower now has against Lender of any nature, including any claims that Borrower, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions contemplated thereby. Borrower waives the provisions of California Civil Code section 1542, which states:

NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each of Borrower and Guarantor (each, a “Releasing Party”) acknowledges that Lender would not enter into this Business Financing Modification Agreement without Releasing Party’s assurance that it has no claims against Lender or any of Lender’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Business Financing Modification Agreement, each Releasing Party releases Lender, and each of Lender’s and entity’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Lender of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:

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.

No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

Borrower Certificate. The Agent shall have received a certificate from a Responsible Officer of the Borrower Agent certifying that no Default or Event of Default shall have occurred and be continuing either as of the date of the Borrower Agent’s request to the Agent for the June 2017 Reallocation or on the Fifth Amendment Effective Date (both immediately before and after giving effect to the June 2017 Reallocation).

Borrower Request. Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new Term Commitments (each, an “Incremental Term Loan Commitment”) or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated # as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and # excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify # the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and # the identity of each person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

All formal communication under the Finance Documents to or from the Borrower must be sent through the Facility Agent.

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;