Common use of Landlord Representations and Warranties Clause in Contracts

Landlord Representations and Warranties. As a prerequisite for participating in said Program, Landlord confirms that the following is true and correct: 1. Landlord is the owner of the 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 the 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, garage units, 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 incorporated herein by this reference, and certifies that, to the best 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 any exhibits, for said Program submitted to City, incorporated herein by reference, are 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, power and lawful authority to accept the Grant Funds hereunder and to abide by all obligations as provided herein, and 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 Landlord. 10. To the best of Landlord’s knowledge, Landlord’s execution, delivery and adherence to its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Landlord is a party or by which it is bound. 11. Landlord has no intention to sell the Property, and is not the subject of any current or threatened bankruptcy proceeding that would affect the Property. 12. Landlord is not the subject of any current or threatened litigation that would or may materially affect the Property.

Landlord Representations and Warranties. As a prerequisite for participating in said Program, 41.2.1 Landlord confirms hereby represents and warrants to Tenant that the following is true to its knowledge and correct: 1. Landlord is the owner of the Property, which includes residential rental units except as set forth in the jurisdiction Site Assessment Report, prepared by ______________, for the Land (i) there are no underground storage tanks currently located under the Land in violation 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 the 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, garage units, 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 incorporated herein by this referenceHazardous Materials Laws, and certifies that, to the best 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 (ii) there are paid and up to date. 7. All provisions of and information provided in Landlord’s Application, including any exhibits, for said Program submitted to City, incorporated herein by reference, are true and correct in all material respects. 8. Landlord certifies its revenue loss no pending actions 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, power and lawful authority to accept the Grant Funds hereunder and to abide by all obligations as provided herein, and 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 Landlord. 10. To the best of Landlord’s knowledge, Landlord’s execution, delivery and adherence to its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order proceedings to which Landlord is a party and in respect of which legal papers have been served upon Landlord by any Governmental Authority or by which any other litigant in respect of Hazardous Materials Laws affecting the Land, and (iii) it has not received any notice from any Governmental Authority of violations of any Hazardous Materials Laws in respect of the Land. Except as expressly set forth in this Section, Landlord makes no representation or warranty as to the existence of Prohibited Activities or Conditions on or under the Land. Furthermore, Landlord hereby notifies Tenant that it is boundLandlord's belief that the Existing Structure contains lead paint. 11. Landlord has no intention 41.2.2 Tenant shall take all reasonable and prudent steps (including but not limited to sell the Propertyreasonable and prudent lease or sublease or occupant provisions) to prevent its employees, agents and contractors, and is all 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 subject occupancy or use of the Premises to any current tenant, subtenant or threatened bankruptcy proceeding occupant that, in the ordinary course of its business, would cause, permit or exacerbate any Prohibited Activities or Conditions, and all leases and subleases shall provide that would affect the Propertytenants and subtenants shall not cause, permit or exacerbate any Prohibited Activities or Conditions. 12. Landlord is not the subject of any current or threatened litigation that would or may materially affect the Property.

Landlord Representations and Warranties. As a prerequisite for participating in said Program, Landlord confirms that LANDLORD hereby represents and warrants the following is true and correctfollowing: a) The Building is currently secured by an electronic key card access system. On or before the Substantial Completion Date, the LANDLORD, at no cost to the TENANT, shall provide TENANT’s employees with one (1) key card per employee to the existing system or to a new key card system installed by LANDLORD at its sole cost and expense LANDLORD’s obligation to provide, without cost to TENANT, key cards to employees shall extend only to the initial group of employees and to new hires. Landlord is LANDLORD intends to update the owner Building first floor access and security system (which costs associated with the same will not be included in Operating Expenses) and will notify TENANT when choosing an access/security vendor to provide TENANT with the opportunity to install its own independent access and security system for the Demised Premises at its own expense. For access to the Building during TENANT’s occupancy of the PropertyDurata Swing Space, which includes residential rental units in LANDLORD shall provide TENANT with the jurisdiction of access code to the City of Santa Xxxkey pad for access to the Building entrances. 2. Landlord is b) The Building shall be available to the TENANT twenty-four (24) hours a business authorized to operate in the City of Santa Xxxday, three hundred sixty-five (365) days per year. 3. The lease of residential units at the Property involves a written lease agreement between the Impacted Tenants and the 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, garage units, 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 incorporated herein by this reference, and certifies that, to c) To the best of LandlordLANDLORD’s knowledge, the applicable residential rental units subject to this Program meet Building complies with all present laws, ordinances, requirements, orders, directives, rules and regulations of federal, state, county and city governments and of all other governmental authorities having or claiming jurisdiction over the Housing Quality Standards listed thereinBuilding or appurtenances or any part thereof, including, without limitation, the American’s With Disabilities Act (the “Applicable Laws”) and agrees that it shall comply with all future Applicable Laws. 6. All property taxes on d) That the Property are paid and up to date. 7. All provisions of and information provided in Landlord’s Application, including any exhibits, for said Program submitted to City, incorporated herein by reference, are 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, power and lawful authority to accept the Grant Funds hereunder and to abide by all obligations as provided herein, and the execution, performance and delivery execution of this Agreement by Landlord, or a property management company Lease on behalf of Landlord, LANDLORD has been fully duly authorized by all requisite actions on the part necessary action of the LandlordLANDLORD. 10. To e) At the best time of Landlord’s knowledgethe Substantial Completion Date, Landlord’s executionthere shall be no active leaks in the roof, delivery and adherence to its obligations under this Agreement will not constitute a default windows or a breach under any contract, agreement or order to which Landlord is a party or by which it is boundmechanical systems. 11. Landlord has no intention to sell f) Demolition in the Property, and is not Demised Premises shall begin promptly upon the subject full execution of any current or threatened bankruptcy proceeding that would affect the Propertythis Lease. 12. Landlord is not the subject of any current or threatened litigation that would or may materially affect the Property.

Landlord Representations and Warranties. As a prerequisite Landlord represents and warrants that: (a) Landlord owns fee title to the Building and the Lot and that are no other liens, restrictions or encumbrances which would materially adversely affect Tenant’s use and occupancy of the Premises for participating 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 said Programaccordance 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 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) to the best of its knowledge, Landlord confirms that is not aware of the following is true 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 correctregulations which have not been cured to 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. Landlord is the owner of the PropertyTHE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AND ALL AMENDMENT(S), which includes residential rental units in the jurisdiction of the City of Santa XxxIF ANY. 2. Landlord 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 business authorized Lot Owner pursuant to operate in the City Declaration which are due and payable as of Santa Xxxthe date hereof have been fully paid except and only to the extent hereinafter provided. 3. The lease Manager has not received nor has Manager given any written notice of residential units at default regarding said Lot Owner pursuant to the Property involves a written lease agreement between terms of the Impacted Tenants Declaration, and Manager agrees to give Tenant notice of (i) any default by Lot Owner under the LandlordDeclaration and (ii) the filing of any lien with respect thereto. 4. The rental units at Lease attached hereto as Exhibit A and the Property must meet Permitted Uses thereunder do not breach or violate 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, garage units, or accessory dwelling unitsDeclaration. 5. Landlord certifies that it has read the Housing Quality Standards included in the Landlord/Property Owner Certification attached hereto as Exhibit C The building and incorporated herein by this reference, and certifies that, to the best of Landlord’s knowledge, the applicable residential rental units subject to this Program meet the Housing Quality Standards listed therein. 6. All property taxes all improvements located on the Property are paid and up to date. 7. All provisions of and information provided in Landlord’s Application, including any exhibits, for said Program submitted to City, incorporated herein by reference, are 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, power and lawful authority to accept the Grant Funds hereunder and to abide by all obligations as provided hereinLot, and the executionalterations thereto which are to be performed by the Lot Owner under the Lease, performance have been approved by the Manager in accordance with the Declaration. Manager: 000 XXXXXXXXXX XXXXXX, L.L.C. By: Its duly authorized and delivery of this Agreement by Landlord, or a property management company on behalf of Landlord, has been fully authorized by all requisite actions not individually TENANT SIGNAGE The LTX logo attached hereto is hereby approved for the following locations: 1. The area on the part 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 the Landlord.exterior of the Building shown on the sheets attached hereto called “Revised North Elevation” and “Revised West Elevation” by SGA, both dated December 19, 2005. SCHEDULE OF SUBSEQUENT PLANS SUBJECT TO TENANT REVIEW UNDER SECTION 3.2 101. To the best of Landlord’s knowledge, Landlord’s execution, delivery and adherence to its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Landlord is a party or by which it is bound.Tenant Improvement Interim Review Set 112. Landlord has no intention to sell the Property, and is not the subject of any current or threatened bankruptcy proceeding that would affect the Property. 12. Landlord is not the subject of any current or threatened litigation that would or may materially affect the Property.Tenant Improvement Construction Drawings/Permit Set