Common use of Landlord Representations and Warranties Clause in Contracts

Landlord Representations and Warranties. Landlord hereby represents and warrants to Tenant as follows: (a) as of the 1st Commencement Date and 2nd Commencement Date, respectively, all systems and equipment serving the Premises, including HVAC, life safety, electrical, sprinkler, plumbing, utility lines, and anything installed as part of the Base Building Work, shall be in good working order; (b) Tenant’s Use of the Premises (as described in the Schedule) is currently (and will be, as of the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by all Laws (including zoning Laws), without the necessity of a variance or conditional-use permit; (c) the Building and the Premises are currently, and will be as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all Laws; (d) Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that any of Landlord’s representations and warranties set forth in this paragraph or anywhere else in this Lease shall fail to be true or accurate in all material respects as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Deposit.

Landlord Representations and Warranties. Landlord (a) The Landlord, to its knowledge, hereby represents and warrants to the Tenant as follows: upon which warranties and representations the Tenant has relied in executing and delivering this Lease that: (ai) as The Landlord has no actual knowledge of, and has rejected no notice of, any outstanding violation of any governmental law, rule, statute, ordinance, or regulation affecting the Premises. (ii) No other person, firm or entity shall have any rights in or right to acquire any fee or leasehold interest in the Premises or any part thereof from the Landlord. (iii) All required federal, state and local permits, consents and approvals, if any, concerning or related to environmental protection and regulation of the 1st Commencement Date Premises have been secured and 2nd Commencement Dateare current and shall be properly maintained. (iv) There are no pending actions against the Landlord, respectively, all systems and equipment serving or any prior tenant of the Premises with respect to any such tenant's activities in the Leased Premises, including HVAC, life safety, electrical, sprinkler, plumbing, utility linesunder any Environmental Law, and anything installed the Landlord has not received any notice in any form of such an action, or of a possible action. (v) There have not been nor are there now any releases of hazardous substances (as part that term is defined in any of the Base Building WorkEnvironmental Laws) or hazardous substances present in, on, over, at, from, into or onto any portion of the Premises or the Condominium other than in de minimis quantities solely in connection with the operation of the Building. (vi) The Landlord shall be promptly notify the Tenant in good working orderthe event it receives: A. Any notices or correspondence from the Environmental Protection Agency or the New Jersey Department of Environmental Protection alleging the presence or release of any hazardous substances or environmental contaminants, in, on, around or under the Premises or the Condominium; or B. Any information suggesting or demonstrating the release or presence of any hazardous substances or environmental contaminants in, on, around or under the Premises or the Condominium. (vii) The Landlord has no actual knowledge of the existence of any asbestos in or on the premises. (b) The Landlord hereby indemnifies and holds harmless (and shall, at the Tenant’s Use 's option, defend) the Tenant, its employees, agents, guests, visitors and invitees, of from and against any and all costs, expense (including without limitation reasonable attorneys' and environmental consultants' fees) loss, damage, or liability arising directly or indirectly from a breach by the Landlord of any of the Premises (as described representations or warranties contained in the Schedule) is currently (and will be, as of the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by all Laws (including zoning Laws), without the necessity of a variance this Paragraph or conditional-use permit; (c) the Building and the Premises are currently, and will be as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all Laws; (d) Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that any of Landlord’s representations and warranties set forth in this paragraph or anywhere else in this Lease shall fail to be true or accurate in all material respects as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Deposit.

Landlord Representations and Warranties. Landlord hereby represents makes the following representations and warrants warranties, each of which is material and being relied upon by Tenant, is true in all respects as of the date of this Lease, and shall survive the expiration of the Lease Term or any earlier termination of this Lease. 30.22.1 If Landlord is an entity, Landlord is duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to Tenant as follows: do business in the state in which the Premises are located and the persons executing this Lease on behalf of Landlord have the full right and authority to execute this Lease on behalf of Landlord and to bind Landlord without the consent or approval of any other person or entity. Landlord has full power, capacity, authority and legal right to execute and deliver this Lease and to perform all of its obligations hereunder. This Lease is a legal, valid and binding obligation of Landlord, enforceable in accordance with its terms. 30.22.2 Landlord has not (a) as made a general assignment for the benefit of the 1st Commencement Date and 2nd Commencement Datecreditors, respectively, all systems and equipment serving the Premises, including HVAC, life safety, electrical, sprinkler, plumbing, utility lines, and anything installed as part of the Base Building Work, shall be in good working order; (b) Tenant’s Use filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any creditors, (c) suffered the Premises appointment of a receiver to take possession of all or substantially all of its assets, (d) suffered the attachment or other judicial seizure of all or substantially all of its assets, (e) admitted in writing its inability to pay its debts as described they come due, or (f) made an offer of settlement, extension or composition to its creditors generally. 30.22.3 To Landlord's current, actual knowledge, neither Landlord nor any affiliate or subsidiary of Landlord, is in the Schedule) is currently (and will beviolation of any Anti-Terrorism Law. 30.22.4 To Landlord's current, actual knowledge, Landlord has not, as of the 1st Commencement Date and 2nd Commencement Datedate hereof, respectivelyreceived actual written notice that Landlord is: (a) permitted by all Laws conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (including zoning Laws)b) dealing in, without the necessity of a variance or conditional-use permitotherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the Building and the Premises are currentlypurpose of evading or avoiding, and will be as or attempts to violate any of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises)prohibitions set forth in, and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all LawsAnti-Terrorism Law; (d) and 30.22.5 neither Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that nor any of Landlord’s representations and warranties set forth in this paragraph its affiliates, officers, directors, shareholders, members or anywhere else in this Lease shall fail to be true or accurate in all material respects lease guarantor, as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises)applicable, and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Depositis a Prohibited Person.

Landlord Representations and Warranties. As a prerequisite for participating in said Program, Landlord hereby represents confirms that the following is true and warrants to Tenant as follows: (a) as correct: 1. Landlord is the owner of the 1st Commencement Date Property, which includes residential rental units in the jurisdiction of the City of Santa Xxx. 2. Landlord is a business authorized to operate in the City of Santa Xxx. 3. The lease of residential units at the Property involves a written lease agreement between the Impacted Tenants and 2nd Commencement Datethe Landlord. 4. The rental units at the Property must meet the Housing Quality Standards for a dwelling unit as defined by the Department of Housing and Urban Development and may not include individually rented bedrooms, respectivelygarage units, all systems or accessory dwelling units. 5. Landlord certifies that it has read the Housing Quality Standards included in the Landlord/Property Owner Certification attached hereto as Exhibit C and equipment serving incorporated herein by this reference, and certifies that, to the Premisesbest of Landlord’s knowledge, the applicable residential rental units subject to this Program meet the Housing Quality Standards listed therein. 6. All property taxes on the Property are paid and up to date. 7. All provisions of and information provided in Landlord’s Application, including HVACany exhibits, life safetyfor said Program submitted to City, electricalincorporated herein by reference, sprinklerare true and correct in all material respects. 8. Landlord certifies its revenue loss or rent loss at the Property due to COVID- 19 as detailed in the Certification of Loss of Rent due to the Coronavirus attached hereto as Exhibit B and incorporated herein by this reference. 9. Landlord has full right, plumbing, utility linespower and lawful authority to accept the Grant Funds hereunder and to abide by all obligations as provided herein, and anything installed as the execution, performance and delivery of this Agreement by Landlord, or a property management company on behalf of Landlord, has been fully authorized by all requisite actions on the part of the Base Building Work, shall be in good working order; (b) Tenant’s Use of Landlord. 10. To the Premises (as described in the Schedule) is currently (and will be, as of the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by all Laws (including zoning Laws), without the necessity of a variance or conditional-use permit; (c) the Building and the Premises are currently, and will be as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all Laws; (d) Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that any best of Landlord’s representations knowledge, Landlord’s execution, delivery and warranties set forth in adherence to its obligations under this paragraph Agreement will not constitute a default or anywhere else in this Lease shall fail a breach under any contract, agreement or order to be true which Landlord is a party or accurate in all material respects as of by which it is bound. 11. Landlord has no intention to sell the 1st Commencement Date (with respect to the 5th and 10th Floor Premises)Property, and as of is not the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount subject of any unaccrued payments made current or advanced by Tenant to Landlord, including threatened bankruptcy proceeding that would affect the Security DepositProperty. 12. Landlord is not the subject of any current or threatened litigation that would or may materially affect the Property.

Landlord Representations and Warranties. Landlord hereby warrants and represents and warrants to Tenant as follows: (a) the following matters as of the 1st Commencement Date and 2nd date of this Lease, which such matters shall also be true as of the Commencement Date: A. There is no pending and to the best of Landlord's knowledge, respectivelythere is no threatened condemnation or similar proceeding affecting the Property or any portion thereof, all systems and equipment serving nor has Landlord knowledge that any such action is presently contemplated. B. There are no parties in possession of any portion of the Property as lessees, tenants at sufferance or trespassers. C. The Property is zoned under a zoning classification which permits the use of the Premises as contemplated under this Lease. D. There are no restrictive covenants affecting any portion of the Property which will be violated by the Building or other improvements or by Tenant's proposed use of the portions of the Property affected by the restrictions. E. There are no judgments of any court against Landlord which in any way may presently constitute a lien or at some future time be perfected into a lien upon any portion of the Property which would materially impair Tenant's occupancy of the Premises, including HVACand there is no litigation or proceeding pending or to the best of Landlord's knowledge, life safety, electrical, sprinkler, plumbing, utility lines, and anything installed as part threatened against or relating to any portion of the Base Building Work, shall be in good working order; (b) Tenant’s Use Property which arises out of the Premises (as described in conduct of Landlord upon the Schedule) is currently (and will be, as Property. F. There are no unpaid bills for labor or materials furnished to the Property or any portion thereof at the instance of Landlord which would materially impair Tenant's occupancy of the 1st Commencement Date and 2nd Commencement DatePremises. G. To the best of Landlord's current, respectively) permitted by all Laws (including zoning Laws)actual knowledge, without the necessity of a variance or conditional-use permit; (c) the Building and the Premises are currently, and will be as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any no Hazardous Materials are present on or under the Property. Landlord shall deliver to Tenant copies of any and all environmental reports affecting the Property in compliance its possession. H. The Premises complies and at substantial completion will comply with all Laws; (d) Landlord owns undivided fee simple title to the Building applicable federal, state and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that any of Landlord’s representations and warranties set forth in this paragraph or anywhere else in this Lease shall fail to be true or accurate in all material respects as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Depositlocal laws.

Landlord Representations and Warranties. Landlord hereby represents and warrants to Tenant as follows: that: (a) as of the 1st Commencement Date and 2nd Commencement Date, respectively, all systems and equipment serving the Premises, including HVAC, life safety, electrical, sprinkler, plumbing, utility lines, and anything installed as part of the Base Building Work, shall be in good working order; (b) Tenant’s Use of the Premises (as described in the Schedule) is currently (and will be, as of the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by all Laws (including zoning Laws), without the necessity of a variance or conditional-use permit; (c) the Building and the Premises are currently, and will be as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all Laws; (d) Landlord owns undivided fee simple title to the Building and related real property the Lot and that are no other liens, restrictions or encumbrances which would materially adversely affect Tenant’s use and occupancy of the same Premises for the Permitted Uses or Tenant’s rights or Landlord’s obligations hereunder; (b) Landlord has full right and authority to lease the Premises to the Tenant without the consent or approval of any other party and those persons executing this Lease on Landlord’s behalf are duly authorized to execute and deliver this Lease on its behalf and that this Lease is binding upon Landlord in accordance with its terms; (c) to the best of its knowledge, the use of the Premises for office and research and development laboratory consistent with Tenant’s current research and development use as of the Date of this Lease complies with applicable zoning ordinances; (d) to the best of its knowledge, the Park Covenants do not subject to a ground lease; prohibit the use of the Premises for the use of the Premises for office and research and development laboratory consistent with Tenant’s current research and development use as of the Date of this Lease; (e) there to the best of its knowledge, Landlord is sufficient emergency power available from not aware of the generation, storage or disposal of any Hazardous Materials on the Lot or in the Building in violation of any Laws; and (f) Landlord has not received from any governmental authority written notice of any violation of applicable laws, orders and regulations which have not been cured to provide Tenant with an uninterrupted power supply the satisfaction of the issuing authority. WITNESS the execution hereof under seal as of the day and year set forth in Section 1.1. Landlord: CFRI/XXXXXXX UNIVERSITY AVENUE, L.L.C., a Delaware limited liability company By: CFRI UNIVERSITY AVENUE, L.L.C., a Delaware limited liability company, its managing member By: CRI Property Trust, a Maryland real estate investment trust, its sole member By: Name: Title: Tenant: LTX CORPORATION, a corporation By: Name: Title: Hereunto duly authorized By: Name: Title: Hereunto duly authorized PLAN OF PREMISES (FOLLOWS THIS PAGE) SUBDIVISION PLAN (FOLLOWS THIS PAGE) LEGAL DESCRIPTION OF LOT (FOLLOWS THIS PAGE) RESERVED SITE PLAN SHOWING DEDICATED PARKING AREA AND REAR PARKING AREA (FOLLOWS THIS PAGE) LIST OF PLANS AND OUTLINE SPECIFICATIONS (FOLLOWS THIS PAGE) PROJECTED BUDGET LINE ITEMS MAINTENANCE AND REPAIR LIFE SAFETY MAINTENANCE LANDSCAPING SNOW REMOVAL COMMON AREA UTILITIES INSURANCE TAXES BUILDING LABOR MANAGEMENT FEE FORM OF SECURITY DEPOSIT LETTER OF CREDIT LETTER OF CREDIT NO.: [INSERT NUMBER] DATE OF ISSUE: [INSERT DATE] APPLICANT: [INSERT APPLICANT NAME AND ADDRESS] BENEFICIARY: CFRI/XXXXXXX UNIVERSITY AVENUE LLC X/X XXXXX, XXXXX & XXXXXX XX XXX XXXXXXX, INC. 000 XXXXXX XXXXXX XXXXXX, XX 00000 AMOUNT: [INSERT AMOUNT] EXPIRATION DATE [INSERT DATE] PLACE FOR PRESENTATION OF DOCUMENTS: [INSERT LOCAL ADDRESS] WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR OF THE BENEFICIARY FOR THE ACCOUNT OF THE APPLICANT AVAILABLE BY YOUR DRAFTS DRAWN ON US AT SIGHT IN THE FORM OF ANNEX I AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS: 1. THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY. 2. THE WRITTEN STATEMENT PURPORTEDLY SIGNED BY THE BENEFICIARY STATING THAT: “BENEFICIARY IS ENTITLED TO DRAW UNDER THIS LETTER OF CREDIT PURSUANT TO THE TERMS OF THAT CERTAIN LEASE BETWEEN CFRI/XXXXXXX UNIVERSITY AVENUE LLC AND LTX CORPORATION DATED WITH RESPECT TO PROPERTY LOCATED AT 000 XXXXXXXXXX XXXXXX, XXXXXXX, XX. PARTIAL DRAWINGS MAY BE MADE UNDER THIS LETTER OF CREDIT. IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR PERIODS FROM THE PRESENT EXPIRATION DATE HEREOF, UNLESS, AT LEAST 30 DAYS PRIOR TO ANY SUCH EXPIRATION DATE, WE SHALL NOTIFY YOU IN WRITING BY CERTIFIED MAIL AT THE ABOVE LISTED ADDRESS THAT WE ELECT NOT TO CONSIDER THIS IRREVOCABLE LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD. UPON RECEIPT BY YOU OF SUCH NOTICE, YOU MAY DRAW HEREUNDER BY MEANS OF YOUR DRAFT(S) ON US AT SIGHT, SIGNED BY THE BENEFICIARY, ACCOMPANIED BY A STATEMENT, SIGNED BY THE BENEFICIARY, STATING THAT: AS OF THE DATE OF THIS DRAWING, THE BENEFICIARY HAS NOT RECEIVED A SUBSTITUTE LETTER OF CREDIT OR OTHER INSTRUMENT ACCEPTABLE TO THE BENEFICIARY AS SUBSTITUTE FOR BANK LETTER OF CREDIT NO. [INSERT L/C NO.] NOTWITHSTANDING THE ABOVE, THE FINAL EXPIRATION DATE SHALL BE NO EARLIER THAN , 20 [SIXTY DAYS AFTER EXPIRATION DATE OF TERM OF LEASE]. THIS LETTER OF CREDIT IS TRANSFERABLE. YOU MAY TRANSFER THIS LETTER OF CREDIT TO YOUR TRANSFEREE OR SUCCESSOR AT NO COST TO YOU OR YOUR TRANSFEREE BY YOUR DELIVERY TO US OF THE ATTACHED ANNEX II DULY COMPLETED AND EXECUTED BY THE BENEFICIARY AND ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY. APPLICANT SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY TRANSFER FEE AND ANY OTHER REQUIREMENTS RELATIVE TO THE UCP 500 (AS HEREINAFTER DEFINED) AND U.S. GOVERNMENT REGULATIONS. IN THE EVENT THIS LETTER OF CREDIT IS TRANSFERRED, THE TRANSFEREE SHALL BE THE BENEFICIARY HEREOF AND DRAFTS AND DOCUMENTS PURSUANT HERETO MUST BE EXECUTED BY A REPRESENTATIVE OF THE TRANSFEREE. ALL DRAFTS, ACCOMPANYING DOCUMENTS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED UNDER THIS LETTER OF CREDIT MUST BE MARKED: “DRAWN UNDER BANK LETTER OF CREDIT NO. [INSERT L/C NO.]” ALL DRAFTS AND ACCOMPANYING DOCUMENTS MAY BE REPRESENTED AT, AND ALL COMMUNICATIONS WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND DELIVERED TO, OUR OFFICES AT [INSERT ADDRESS OF A BANK LOCATION ACCEPTABLE TO BENEFICIARY]. THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING, AND SUCH UNDERTAKING SHALL NOT BE IN ANY WAY MODIFIED, AMENDED OR AMPLIFIED BY REFERENCE TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN OR IN WHICH THIS LETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS LETTER OF CREDIT RELATES, AND ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY DOCUMENT, INSTRUMENT OR AGREEMENT. BANK SHALL HAVE NO OBLIGATION TO INVESTIGATE THE FACTUAL REPRESENTATIONS CONTAINED IN A DRAW REQUEST. WE HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT AT THE OFFICES SPECIFIED ABOVE ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT. EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 (THE “UCP 500”). [SIGNATURE] DATE: REF. NO. AT SIGHT OF THIS DRAFT PAY TO THE ORDER OF US$ US DOLLARS DRAWN UNDER BANK, STANDBY LETTER OF CREDIT NUMBER NO. DATED TO: (BENEFICIARY’S NAME) AUTHORIZED SIGNATURE DATE: TO: RE: STANDBY LETTER OF CREDIT NO. ISSUED BY L/C AMOUNT: LADIES AND GENTLEMEN: FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO: (NAME OF TRANSFEREE) (ADDRESS) ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER. BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY. THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE TRANSFER (IN THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER. SINCERELY, (BENEFICIARY’S NAME) SIGNATURE OF BENEFICIARY SIGNATURE AUTHENTICATED (NAME OF BANK) AUTHORIZED SIGNATURE RESERVED FORM OF PARK COVENANTS (FOLLOWS THIS PAGE) FORM OF MANAGER ESTOPPEL CERTIFICATE Date: , 200 TO: LTX Corporation (“Tenant”) RE: Declaration of Covenants, Easements and Restrictions for 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, dated as of , 200 Lot (the “Lot”), University Avenue, Norwood [and Westwood], MA The undersigned, as Manager under the Declaration of Covenants, Easements and Restrictions above described (the “Declaration”), hereby certifies that as of the date hereof: 1. The Declaration is in full force and effect and has not been modified or amended, except as stated above. 2. All required payments from CFRI/Xxxxxxx University Avenue, L.L.C., as a Lot Owner pursuant to use, operatethe Declaration which are due and payable as of the date hereof have been fully paid except and only to the extent hereinafter provided. 3. Manager has not received nor has Manager given any written notice of default regarding said Lot Owner pursuant to the terms of the Declaration, and enjoy Manager agrees to give Tenant notice of (i) any default by Lot Owner under the Premises Declaration and (ii) the filing of any lien with respect thereto. 4. The Lease attached hereto as Exhibit A and the Permitted Uses thereunder do not breach or violate the Declaration. 5. The building and all improvements located on the Lot, and the alterations thereto which are to be performed by the Lot Owner under the Lease, have been approved by the Manager in accordance with the terms Declaration. Manager: 000 XXXXXXXXXX XXXXXX, L.L.C. By: Its duly authorized and conditions not individually TENANT SIGNAGE The LTX logo attached hereto is hereby approved for the following locations: 1. The area on the existing monument sign shown as “Location for future logo” on the sheet attached hereto called “Main Entrance” by Advanced Signing last revised August 4, 2005. 2. The locations on the north and west sides of this Lease; and (f) there are at least two (2) separate points the exterior of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirementsshown on the sheets attached hereto called “Revised North Elevation” and “Revised West Elevation” by SGA, both dated December 19, 2005. In the event that any of Landlord’s representations and warranties set forth in this paragraph or anywhere else in this Lease shall fail to be true or accurate in all material respects as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), SCHEDULE OF SUBSEQUENT PLANS SUBJECT TO TENANT REVIEW UNDER SECTION 3.2 1. Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Improvement Interim Review Set 2. Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Deposit.Improvement Construction Drawings/Permit Set

Landlord Representations and Warranties. Landlord hereby represents makes the following representations and warrants warranties, each of which is material and being relied upon by Tenant, is true in all respects as of the date of this Lease, and shall survive the expiration of the Lease Term or any earlier termination of this Lease. 30.22.1 If Landlord is an entity, Landlord is duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to Tenant as follows: do business in the state in which the Premises are located and the persons executing this Lease on behalf of Landlord have the full right and authority to execute this Lease on behalf of Landlord and to bind Landlord without the consent or approval of any other person or entity. Landlord has full power, capacity, authority and legal right to execute and deliver this Lease and to perform all of its obligations hereunder. This Lease is a legal, valid and binding obligation of Landlord, enforceable in accordance with its terms. 30.22.2 Landlord has not (a) as made a general assignment for the benefit of the 1st Commencement Date and 2nd Commencement Datecreditors, respectively, all systems and equipment serving the Premises, including HVAC, life safety, electrical, sprinkler, plumbing, utility lines, and anything installed as part of the Base Building Work, shall be in good working order; (b) Tenantfiled any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any creditors, (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets, (d) suffered the attachment or other judicial seizure of all or substantially all of its assets, (e) admitted in writing its inability to pay its debts as they come due, or (f) made an offer of settlement, extension or composition to its creditors generally. 30.22.3 To Landlord’s Use current, actual knowledge, neither Landlord nor any affiliate or subsidiary of the Premises (as described Landlord, is in the Schedule) is currently (and will beviolation of any Anti-Terrorism Law. 30.22.4 To Landlord’s current, actual knowledge, Landlord has not, as of the 1st Commencement Date and 2nd Commencement Datedate hereof, respectivelyreceived actual written notice that Landlord is: (a) permitted by all Laws conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (including zoning Laws)b) dealing in, without the necessity of a variance or conditional-use permitotherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the Building and the Premises are currentlypurpose of evading or avoiding, and will be as or attempts to violate any of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises)prohibitions set forth in, and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all LawsAnti-Terrorism Law; (d) and 30.22.5 neither Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that nor any of Landlord’s representations and warranties set forth in this paragraph its affiliates, officers, directors, shareholders, members or anywhere else in this Lease shall fail to be true or accurate in all material respects lease guarantor, as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises)applicable, and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Depositis a Prohibited Person.

Landlord Representations and Warranties. The following representations and warranties are made for the benefit of Tenant: (a) If Landlord hereby is a corporation, Landlord represents and warrants that Landlord is duly organized, validly existing, in good standing in the state of its incorporation, and has all requisite power and authority to own and lease property and conduct business in the state where the Premises are located, and each individual executing this Lease on behalf of Landlord is duly authorized to execute and deliver this Lease on behalf of Landlord; (b) If Landlord is a partnership, each individual executing this Lease represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the partnership, and that the persons who have executed this Lease on behalf of the partnership are all of the partners whose signatures are necessary to bind the partnership; (c) If Landlord is an individual or individuals, each individual executing this Lease represents and warrants that he or she is duly authorized to execute and deliver this Lease; (d) If more than one person is Landlord, they represent and warrant that the obligations of such persons as Landlord are joint and several; (e) Landlord represents and warrants that this Lease is binding on Landlord in accordance with its terms; (f) Landlord represents and warrants that Landlord is the fee owner of the Premises; (g) Landlord represents and warrants to the best of its knowledge, except as otherwise disclosed to Tenant as follows: (a) as in writing, that there are no provisions, including any limiting or conflicting exclusive rights, restrictions or prohibitions, contained in the leases of other tenants in the 1st Commencement Date and 2nd Commencement DateProject, respectivelyor elsewhere that would adversely affect or prohibit the construction of Tenant Improvements, all systems and equipment serving the conduct of Tenant's Permitted Use, or Tenant's exercise of its Exclusive Use pursuant to Section 4.2 on the Premises, including HVACor prohibit Tenant's right to use the Outdoor Cafe Seating Area, life safetydepicted on Exhibit "A", electricalpursuant to Section 1.1; and (h) Landlord represents and warrants that Landlord has no actual knowledge except as otherwise disclosed to Tenant in writing of (i) enacted, sprinklerpending or proposed condemnation proceedings or other governmental action, plumbing(ii) pending or threatened litigation, utility lines(iii) current or proposed plans to alter access to the Premises, and anything installed as part of or (iv) the Base Building Work, shall be in good working order; (b) Tenant’s Use of presence on the Premises or the Project of (as described in A) anything dangerous to humans, which would adversely affect the Schedule) is currently (and will be, as construction of Tenant Improvements or the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by all Laws (including zoning Laws), without the necessity conduct of a variance or conditional-use permit; (c) the Building and Tenant's Permitted Use on the Premises are currently, and will be as of the 1st Commencement Date or (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from B) any Hazardous Materials and in compliance with all Laws; (d) Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that any of Landlord’s representations and warranties set forth in this paragraph or anywhere else in this Lease shall fail to be true or accurate in all material respects as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security DepositMaterials.

Landlord Representations and Warranties. Landlord hereby represents and warrants to Tenant as follows: (a) that as of the 1st Commencement Date and 2nd Commencement Date, respectively, all systems the Building's Structure (including the roof and equipment serving floor system (but not floor covering)) and the Premises, Building's Systems (including HVAC, life safetymechanical, electrical, sprinklerHVAC, lighting and plumbing, utility lines, ) will be operational and anything installed as part of the Base Building Work, shall be in good working order; (b) Tenant’s Use of condition and that the Premises (as described including restrooms and exterior ramps) will be in the Schedule) is currently (and will be, as of the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by compliance with all Laws (including zoning Lawsthe Disabilities Acts, but without reference to any improvements made by Tenant or Tenant's use of the Premises). Landlord shall repair or replace, at its sale expense (and not as part of Operating Expenses), without any deficiencies in the necessity Building's Structure or the Building's Systems, of which Tenant gives notice within the first twelve (12) months of the Term. Landlord represents that it has no knowledge that any Hazardous Materials have been released in, on or under the Premises, except to the extent, if any, set forth in that certain Phase I Environmental Site Assessment prepared by Tetra Tech dated April 11, 2008, a variance or conditional-use permit; copy of which has been delivered to Tenant prior to the execution of this Lease (c) the Building and the Premises are currentlywhich Tenant agrees to keep confidential, and will be which Tenant agrees not to disclose to any other persons or entities, except for Tenant's professional advisors on a "need to know" basis, and as of the 1st Commencement Date (otherwise required by Law). No representation or warranty is made with respect to the 5th Leased Personal Property. Except as represented in Paragraph 23 above, Landlord and 10th Floor PremisesTenant expressly disclaim any implied warranty that the Premises are suitable for Tenant's intended purpose (e.g., zoned, licensed, or otherwise properly authorized by a law or government agency), and as Tenant's obligation to pay rent hereunder is not dependent upon such suitability of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and in compliance with all Laws; (d) Landlord owns undivided fee simple title to the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirements. In the event that any of Landlord’s representations and warranties set forth in this paragraph or anywhere else in this Lease shall fail to be true or accurate in all material respects as of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as of the 2nd Commencement Date (with respect to the 6th Floor Premises), Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease or otherwise, and Landlord shall immediately refund the full amount of any unaccrued payments made or advanced by Tenant to Landlord, including the Security Deposit.

Landlord Representations and Warranties. 41.2.1 Landlord hereby represents and warrants to Tenant that to its knowledge and except as follows: set forth in the Site Assessment Report, prepared by ______________, for the Land (ai) as there are no underground storage tanks currently located under the Land in violation of the 1st Commencement Date and 2nd Commencement Date, respectively, all systems and equipment serving the Premises, including HVAC, life safety, electrical, sprinkler, plumbing, utility linesHazardous Materials Laws, and anything installed as part (ii) there are no pending actions or proceedings to which Landlord is a party and in respect of which legal papers have been served upon Landlord by any Governmental Authority or any other litigant in respect of Hazardous Materials Laws affecting the Base Building Work, shall be in good working order; (b) Tenant’s Use of the Premises (as described in the Schedule) is currently (and will be, as of the 1st Commencement Date and 2nd Commencement Date, respectively) permitted by all Laws (including zoning Laws), without the necessity of a variance or conditional-use permit; (c) the Building and the Premises are currentlyLand, and will be as (iii) it has not received any notice from any Governmental Authority of the 1st Commencement Date (with respect to the 5th and 10th Floor Premises), and as violations of the 2nd Commencement Date (with respect to the 6th Floor Premises), free from any Hazardous Materials and Laws in compliance with all Laws; (d) Landlord owns undivided fee simple title to respect of the Building and related real property and the same is not subject to a ground lease; (e) there is sufficient emergency power available from the Building to provide Tenant with an uninterrupted power supply to use, operate, and enjoy the Premises in accordance with the terms and conditions of this Lease; and (f) there are at least two (2) separate points of entry into the Building which are sufficient to accommodate Tenant’s telecommunications requirementsLand. In the event that any of Landlord’s representations and warranties Except as expressly set forth in this paragraph Section, Landlord makes no representation or anywhere else in this Lease warranty as to the existence of Prohibited Activities or Conditions on or under the Land. Furthermore, Landlord hereby notifies Tenant that it is Landlord's belief that the Existing Structure contains lead paint. 41.2.2 Tenant shall fail take all reasonable and prudent steps (including but not limited to be true reasonable and prudent lease or accurate in sublease or occupant provisions) to prevent its employees, agents and contractors, and all material respects as tenants, subtenants and other occupants on the Premises, from causing, permitting or exacerbating any Prohibited Activities or Conditions. Tenant shall not lease, sublease or permit the occupancy or use of the 1st Commencement Date (with respect Premises to any tenant, subtenant or occupant that, in the 5th and 10th Floor Premises)ordinary course of its business, would cause, permit or exacerbate any Prohibited Activities or Conditions, and as of the 2nd Commencement Date (with respect to the 6th Floor Premises)all leases and subleases shall provide that tenants and subtenants shall not cause, Tenant shall have the right to terminate this Lease by notice to Landlord and this Lease shall terminate upon the date of Tenant’s notice, Tenant shall have no liability to Landlord whatsoever under this Lease permit or otherwise, and Landlord shall immediately refund the full amount of exacerbate any unaccrued payments made Prohibited Activities or advanced by Tenant to Landlord, including the Security DepositConditions.