Borrower represents, warrants and covenants that (a) there are no offsets, counterclaims or defenses against the Aggregate Debt, this Agreement, the Loan Agreement, the Mortgage or the Replacement Notes arising solely by reason of entering into this Agreement, and (b) Borrower has the full power, authority and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on its part to be observed or performed.