Landlord Representations. Landlord represents and warrants to Tenant that # no third party consent is required for the execution and performance of this Agreement by Landlord, # to Landlord’s actual knowledge, on the effective date hereof, Tenant is not in default under the Lease and Landlord has no claims against Tenant, # Landlord has the full right and authority to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document or instrument contemplated hereby on behalf of Landlord is duly authorized to do so, and # this Agreement and all other documents to be executed by Tenant landlord in connection herewith are legal, valid, and binding obligations of Landlord and are enforceable against Landlord in accordance with their respective terms. Landlord acknowledges that Tenant is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Lease.

Tenant Representations. Tenant represents and warrants to Landlord that # Tenant is the current tenant under the Lease, # Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other party, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof), # no third party consent is required for the execution and performance of this Agreement by Tenant, # to Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under the Lease and Tenant has no claims against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent (except as set forth in this Agreement), # there is no leasehold mortgage affecting the Lease or the Demised Premises, # Tenant has the full right and authority to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, # this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and # to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Lease.