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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 are 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 /> (f) 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) Landlord represents and warrants that it is duly authorized to execute this <br /> Estoppel and Consent and perform its obligations hereunder, and that the person signing <br /> this Estoppel and Consent on its behalf is duly authorized to sign on behalf of Landlord. <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 /> [Signature page follows] <br /> 2 <br />