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(c) there are no existing bases for Landlord to cancel, terminate, modify or surrender <br />the Lease and Landlord has not commenced any action or sent any notice to Assignor (or <br />received any notice from Assignor) for the purpose of exercising remedies, terminating, <br />modifying or surrendering the Lease; <br />(d) there ate no defenses, offsets, credits, rent increases or claims of Landlord <br />pursuant to any of the agreements, terms, covenants or conditions of the Lease; <br />(e) no security deposit has been given by Assignor under the terms of the Lease; and <br />(i) there are no actions, whether voluntary or otherwise, pending against Landlord <br />under the bankruptcy laws of the United States or any state thereof. <br />3. Miscellaneous. <br />(a) Each undersigned person represents and warrants that it is has all necessary legal <br />capacity and authority to execute this Estoppel and Consent and perform its obligations <br />hereunder. <br />(b) This Estoppel and Consent shall be binding upon Landlord and its successors, <br />transferees and assigns, and inure to the benefit of Assignee and Assignor and their <br />respective successors, transferees and assigns. <br />1 <br />[Signature page follows] <br />t <br />