Common use of Landlord’s Representations Clause in Contracts

Landlord’s Representations. Landlord hereby represents and warrants to Tenant as of the Effective Date that: Landlord represents, warrants, and covenants that it is the fee owner of and has good, lawful and marketable title to the Property free of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement or instrument to which Landlord is a party or by which the Property or any part thereof is bound. Landlord has no knowledge of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirements, and there are no underground storage tanks located on or under the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Lease or Landlord’s ability to carry out its obligations under this Lease.

Landlord’s Representations. Landlord hereby represents and warrants to Tenant as follows: 13.2.1 Landlord is a limited liability company duly organized, validly existing and in good standing under the laws of the Effective Date that: Landlord represents, warrants, and covenants that it is the fee owner of and has good, lawful and marketable title to the Property free of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancyits Organization State. Landlord shall has full organizational power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted. 13.2.2 Landlord has all requisite power and authority to execute and deliver this Lease and to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant perform its obligations hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution and delivery of this Agreement Lease and the consummation of the transactions contemplated hereby have been duly authorized and approved by the governing bodies and the members or partners, as applicable, of Landlord. This Lease has been duly authorized, executed and delivered by Landlord and (assuming the valid authorization, execution and delivery of this Lease by Tenant and Subtenant) is a legal, valid and binding obligation of Landlord, enforceable in accordance with its terms subject to the effect of (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application relating to the relief of debtors or relating to or affecting creditors’ rights, and (b) general principles of equity and rules of law and equity governing specific performance, injunctive relief and other equitable remedies. 13.2.3 Neither the execution and delivery of this Lease by Landlord, nor the consummation of any of the transactions contemplated hereby by Landlord, nor the compliance with or fulfillment of the terms, conditions or provisions hereof, will not constitute conflict with, result in a breach or violation by Landlord of nor be in conflict with nor the terms, conditions or provisions of, or constitute a default under by Landlord under, [i] the organizational or governing documents of Landlord, [ii] any term other material note, instrument, agreement, mortgage, lease, license, franchise, permit or provision of any agreement other authorization, right, restriction or instrument obligation to which Landlord is a party or by which the Property or any part thereof Landlord is bound. Landlord has no knowledge of , [iii] any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. court order to which Landlord is unaware a party or by which any of its assets or businesses are subject or by which they are bound or [iv] any site conditions that Legal Requirement, except, in the case of clause [ii] or [iv], for any such breaches, violations, defaults or events that, when considered together, would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially not reasonably be expected to adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from in any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirements, and there are no underground storage tanks located on or under the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Lease or Landlord’s ability to carry out its obligations under this Leasematerial respect.

Landlord’s Representations. Notwithstanding anything to the contrary herein, as a material inducement to Tenant’s execution of this Lease, Landlord hereby represents covenants and agrees with and warrants and represents to Tenant as follows: (a) Landlord is the true and lawful owner of the Effective Date that: Landlord represents, warrants, Property and covenants that it is the seized of an indefeasible estate in fee owner of simple in and has good, lawful and marketable title to the Property free of any liensProperty, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver subject to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, no easement, restriction, covenant mortgage, encumbrance or similar instrument is found other matter which would: (i) preclude Landlord’s grant of the Terra to impactTenant, prohibit (ii) prevent or hinder the use by Tenant of the Leased Premises for the permitted uses provided in this Lease, or (iii) materially detract from the rights of Tenant under this Lease; (b) Landlord has not received notice of any claim, suit or other action or investigation with respect to the violation of any legal requirements by or against Landlord or the Property, or part thereof, including, without limitation, any applicable environmental and occupational safety and hygiene laws, and Landlord knows of no facts or circumstances which may give rise to any violation of any legal requirement or to any future civil, criminal or administrative proceeding relating to environmental or occupational safety and hygiene matters or any other matter which may adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or Tenant’s rights or obligations hereunder; (c) the rights granted Leased Premises is and shall remain properly zoned for the permitted uses as provided in this Lease and the Leased Premises and the remainder of the Property is and shall remain properly zoned to permit the permitted uses as provided in this Lease. All necessary governmental and private consents, permits and approvals for the permitted uses of the Leased Premises as provided in this Lease have been obtained prior to the date hereof; (d) Landlord is a Michigan limited liability company, validly existing in good standing under the laws of Michigan and has the power to own its own property and assets, lease the Leased Premises to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights carry on its business as required under this Agreement. The Lease in the state of Michigan; (e) the execution of this Agreement Lease constitutes the binding obligation of Landlord and has been authorized by valid resolution of Landlord’s members and managers and this Lease will not constitute a violation of nor be in conflict with nor constitute or result in a default under breach of Landlord’s Articles of Organization or Operating Agreement or any term or provision of any agreement or instrument agreements to which Landlord is a party or by which it may be bound, or violate any applicable legal requirement, including, without limitation, any requirement, restriction or easement applicable to the Property or any part thereof is bound. Landlord has no knowledge Landlord; (f) all utilities that are necessary for Tenant’s permitted uses of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises under this Lease (whether separately metered or that would materially adversely affect otherwise) are available to the ability Leased Premises and in good working order; and (g) Subject to the satisfactory completion of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to applicable Finish Improvements, the Property. To Leased Premises, including, without limitation, the best of Landlord's knowledgeHVAC, there are no Hazardous Materials present onelectrical, in or under the Property in violation of any Applicable Legal Requirementsplumbing, and there telecommunications systems, equipment, fixtures, and controls serving the Leased Premises, whether located within or outside the Leased Premises, are no underground storage tanks located on or under in good working order and condition as of the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Lease or Landlord’s ability to carry out its obligations under this Leasedate first indicated above.

Landlord’s Representations. In order to induce Tenant to enter into this Lease, Landlord hereby covenants, represents and warrants to Tenant warrants, as of the Effective Date that: and throughout the Term, as follows: (a) Landlord representsis the owner of fee simple title of the Property. (b) Landlord is duly organized, warrantsvalidly existing and in good standing under the laws of the State of Colorado, and covenants that it is has the fee owner of full power, right and has good, lawful authority to execute and marketable title deliver this Lease and perform its obligations hereunder subject to the Property free of conditions precedent in Section 1.f. (c) Landlord has not filed any lienspetition seeking or acquiescing in any reorganization, encumbrancesarrangement, restrictions composition, readjustment, liquidation, dissolution or covenants which may impact Tenantsimilar relief under any law relating to bankruptcy or insolvency, nor to Landlord’s proposed occupancyknowledge has any such petition been filed against Landlord. Landlord shall deliver to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact No general assignment of Landlord’s fee ownership property has been made for the benefit of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereundercreditors, and to Landlord’s knowledge, no person receiver, master, liquidator or entity trustee has any right with respect to the Property, whether by option to purchase, contract been appointed for Landlord or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreementits property. The execution of this Agreement will Landlord is not constitute a violation of nor be in conflict with nor constitute a default under any term insolvent. (d) Xxxxxxxx has received no actual or provision constructive notice of any agreement condemnation or instrument to which Landlord is a party eminent domain proceedings or by which negotiations for the purchase of the Property or any part thereof in lieu of condemnation. (e) To Landlord’s knowledge, there are no matters which interfere or could reasonably be expected to interfere with the rights granted to Tenant under this Agreement, including the rights or claim of any lien holder, lessor or creditor of Landlord. (f) During the six (6) month period preceding the Effective Date, Xxxxxxxx has not performed and has not caused to be performed any work on the Premises or the Property of which the Premises is bounda part that could give rise to any mechanic’s or materialmen’s liens. There are no unrecorded easements or agreements affecting the Premises that might prevent or adversely affect the use or occupancy of the Premises by Tenant for operation of the Solar Facility. (g) Landlord has granted no leases, licenses, or other agreements, granting any person the right to use or occupy the Premises or any portion thereof except to Tenant under this Lease. Landlord has no knowledge of any claim, litigation, proceeding or governmental investigation pending threatened against or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting relating to the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property which is in compliance conflict with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirements, and there are no underground storage tanks located on or under the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Lease or Landlordwhich could have a material adverse impact upon Tenant’s ability to carry out its obligations under this Leaseuse of the Premises for the Permitted Use.

Landlord’s Representations. Landlord Landlord, in order to induce Tenant to enter into this Lease, hereby represents and warrants to Tenant that, as of the Effective Date that: date of this Lease: A. Landlord representshas no actual knowledge of the presence of any Hazardous Substance, warrantsincluding transformers containing polychlorinated biphenyl, on or about the Building Land. (Landlord covenants to cooperate with Tenant, at Tenant’s expense, in order for Tenant to obtain (at Tenant’s expense) a reliance letter from Landlord’s environmental consultant in connection with a Phase I environmental report obtained or to-be-obtained by Landlord in connection with the Building Land.) B. Landlord has full power and authority to conduct its business as presently conducted and to enter into this Lease, and covenants that it is the fee owner this Lease has been duly authorized, executed and delivered by Landlord and constitutes a legal and binding obligation of and has goodLandlord, lawful and marketable title subject to the Property free terms hereof. C. The execution, delivery and performance of this Lease will not conflict with, be inconsistent with, or result in any breach or default of any liensof the terms, encumbrancescovenants, restrictions conditions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver to Tenant copies provisions of any title policiesindenture, deedsmortgage, orders bank loan, credit agreement, deed of taking trust, instrument, document, land use document, agreement or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement kind or instrument nature to which Landlord is a party or by which Landlord may be bound. D. To Landlord’s actual knowledge, no litigation or proceedings (or threatened litigation or proceeding or basis therefor) exists which could materially and adversely affect the Property ability of Landlord to perform its obligations under this Lease or any which would constitute a default on the part thereof is bound. of Landlord under this Lease, or which would constitute such a default with the giving of notice or lapse of time, or both, subject to the terms hereof. E. Landlord has no actual knowledge of any pending or threatened proceedings in eminent domain, condemnation or for a sale in lieu thereof, similar proceeding affecting the Property Building Land or any portion thereof, . F. The Project is or of any plans for a possible widening prior to the Commencement Date will be zoned to permit the use and operation of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirementsfor general office use, and there are no underground storage tanks located on is not any survey or under title matter which prohibits or restricts the Property. The execution use and operation of this Lease has been duly authorized the Premises for general office use or materially and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect affects the validity or enforceability of this Lease or Landlord’s ability to carry out its obligations under rights granted Tenant in this Lease. (In connection with title and survey matters, if Tenant elects to obtain a title insurance policy for Tenant’s leasehold interest hereunder, Landlord covenants to provide a customary no lien, possession, and gap affidavit in form and content reasonably acceptable to Landlord.)

Landlord’s Representations. Landlord hereby represents makes the following representations and warrants warranties to Tenant Tenant, which representations and warranties are made effective as of the Effective Date that: date hereof and not as continuing representations and warranties: (a) The Building, including the foundation and the roof thereof, has been constructed in a good and workmanlike manner in accordance with all building codes and other governmental laws, rules, regulations and ordinances in effect as of the date of issuance of building permits for the Building (the "Permits"), including, without limitation, the Americans With Disabilities Act and Title 24 requirements. (b) All Building systems and equipment, including heating, ventilation and air conditioning, plumbing, electrical, mechanical equipment and communication facilities serving the Building and installed by Landlord represents, warrantsare in good condition and working order and are in compliance with all governmental codes and requirements in effect as of the date of issuance of the Permits. (c) The number of parking spaces allocated to the Building is in compliance with the codes and requirements of the City of Irvine, and covenants the parking lot is in good condition and repair. (d) The Premises are currently zoned to allow the use of the Premises for general office use, research and development and light manufacturing, provided, however, that it Tenant shall be solely responsible for confirming that the zoning applicable to the Premises is satisfactory for Tenant's particular intended use of the fee owner of and Premises. (e) Landlord has good, lawful good and marketable fee title to the Property free Premises and has the legal power, right and authority to enter into this Lease, and Landlord has taken all requisite corporate action in connection with the entering into of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument this Lease so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or when executed this Lease shall be the valid and legally binding obligation of Landlord in any way affecting accordance with its terms. (f) Neither the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation Lease nor the performance of nor be in the obligations herein by Landlord conflict with nor or result in the material breach of any terms, conditions or provisions, or constitute a default under any term evidence of indebtedness, contract, mortgage or provision deed of any agreement trust, loan, partnership agreement, lease, covenant, condition or instrument restriction or other agreements to which Landlord is a party or by which affect the Property or any part thereof is bound. Premises. (g) Landlord has received no knowledge notice of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirements, and there are no underground storage tanks located on or under the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedingsclaims or proceedings affecting the Premises or Landlord's ownership thereof, inquiries including, without limitation, any actions in eminent domain or investigations before condemnation of all or any portion of the Premises. (h) Water, sewer, gas, electric, telephonic communication facilities and all utilities required by law, for the normal use and operation of a building substantially similar to the Building, have been installed in the Building and will be connected to the Premises as part of the Tenant Improvements to be constructed pursuant to the Work Letter, provided, however, that Tenant shall be solely responsible for determining whether the utilities shown in any judicial court Preliminary Plan or administrative or law enforcement agency against or affecting any Working Drawings and Specifications prepared by Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect pursuant to the validity or enforceability Work Letter will be adequate to service Tenant's usage of the Premises. (i) As of the date of this Lease there are no mortgages or Landlord’s ability to carry out its obligations under this Leasedeeds of trust encumbering the Premises.

Landlord’s Representations. Landlord hereby represents makes the following representations, covenants and warrants warranties, which shall survive the execution of this Lease and Tenant’s taking of possession of the Demised Property: (A) That Landlord has taken all requisite actions to Tenant make this Lease binding upon Landlord, and Landlord is indefeasibly seized of marketable, fee simple title to the Demised Property, and is the sole owner of and has good right, title and authority to convey and transfer all property, rights and benefits which are the subject matter of this Lease. (B) That, as of the Effective Date that: and throughout the Lease Term, no party except Tenant and parties in possession by through or under Tenant shall be in or have any right to possession of the Demised Property, except for possessory rights, if any, of DE pursuant to the terms of the PSA, which agreement the City will terminate pursuant to the terms thereof upon written request of Tenant. (C) That there is on the Effective Date and shall be throughout the Lease Term, legal and physical ingress and egress to the Parent Tract and Demised Property from a paved public street for vehicular traffic and perpetual legal and physical ingress and egress for pedestrian traffic. (D) All of the representations and warranties of Landlord represents, warrantscontained in this Lease shall continue to be true as of the Effective Date and throughout the Lease Term, and covenants that it is said representations and warranties shall be deemed to be restated and affirmed by Landlord as of the fee owner of and has good, lawful and marketable title to Possession Date without the Property free of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact necessity of Landlord’s fee ownership execution of any document with regard thereto, and Landlord’s liability, therefore, shall survive the signing of this Lease. Should any of the Property. In the event that any encumbrancerepresentations and warranties prove to be incorrect, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord it shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement or instrument to which Landlord is a party or by which the Property or any part thereof is bound. Landlord has no knowledge of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirements, and there are no underground storage tanks located on or under the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Lease or Landlord’s ability obligation to carry out its obligations under this Leasecure those warranties and representations, which are set forth herein forthwith at Landlord’s expense.

Landlord’s Representations. Notwithstanding any provision to the contrary of this Lease, Landlord hereby represents and warrants to Tenant that, to the best of Landlord's knowledge: (i) the Premises, the Building and the Site as of the Effective Date that: Landlord represents, warrants, and covenants that it is the fee owner date of and has good, lawful and marketable title to the Property free of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancythis Lease are in compliance in all material respects with all laws regarding Hazardous Materials ("HAZARDOUS MATERIALS LAWS"). Landlord shall deliver further represents and warrants that, to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement or instrument to which Landlord is a party or by which the Property or any part thereof is bound. Landlord has no knowledge of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there no litigation has been filed or threatened, nor are no any settlements pending with any governmental or private party, concerning the actual or alleged presence of Hazardous Materials in or on the Premises, Building or Site, nor has Landlord received any written notice of any violation, or any alleged violation, of any Hazardous Materials Laws, pending claims or pending investigations with respect to the presence of Hazardous Materials on or in the Premises, Building or Site. In addition to Landlord's indemnification of Tenant pursuant to the provisions of Paragraph 7.2(b) above, except to the extent that the Hazardous Material in question was released, emitted, used, stored, manufactured, transported or discharged by Tenant or any of its agents, employees, contractors or invitees, Tenant shall not be responsible for and Tenant is hereby released from any claim, remediation obligation, investigation obligation, removal obligation, monetary obligation, liability, cause of action, penalty, attorneys' fees, costs, expenses or damages owing or alleged to be owing to any third party with respect to any Hazardous Materials present on, in or under on the Property Premises, the Building or the Site, or the soil, ground water or surface water thereof, without regard to whether the Hazardous Materials were present in violation or on the Premises, the Building or the Site as of the Lease Commencement Date or whether the presence of the Hazardous Materials was caused by any Applicable Legal Requirementsperson other than Landlord. In no event, and there are no underground storage tanks located on or under however, shall the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf indemnification obligations of Landlord has authority to do so in connection with the Hazardous Materials be more expansive than the indemnification obligation of Landlord as set forth in Paragraph 7.2(b) above. Landlord's representations and to bind warranties under this Paragraph 56 and Landlord. There are no pending or threatened actions, suits, proceedings, inquiries or investigations before or by any judicial court or administrative or law enforcement agency against or affecting Landlord or its properties wherein any unfavorable decision, ruling or finding would adversely affect the validity or enforceability 's indemnification obligation under Paragraph 7.2(b) shall survive termination of this Lease or Landlord’s ability to carry out its obligations under this Lease.

Landlord’s Representations. (i) Landlord hereby represents and warrants to Tenant that Landlord has authority to execute, deliver, and perform this Lease, and to take all actions contemplated to be taken by Landlord hereby, including, but not limited to, delivery of possession of the Leased Premises to Tenant free and clear of all leases, subleases, and subtenancies in substantially the same condition as of the Effective Date that: Landlord represents, warrants, and covenants that it is the fee owner date of and has good, lawful and marketable title to the Property free of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement or instrument Lease (subject, however, to all Project Liens). There is no pending proceeding to which Landlord Xxxxxxxx is a party or by which the Property or any part thereof is bound. Landlord has no knowledge of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereofparty, or of which it has been given notice concerning any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that condemnation proceedings, which would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially and adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the PropertyLeased Premises. To the best of Landlord's ’s knowledge, there are no Hazardous Materials present on, in or under the Property in violation of any Applicable Legal Requirements, and there are no underground storage tanks located on or under the Property. The execution of this Lease has been duly authorized and each person executing this Lease on behalf of Landlord has authority to do so and to bind Landlord. There are no pending or threatened actions, suits, proceedingsinvestigations, inquiries or investigations before proceedings pending or by threatened to be brought in any judicial court or administrative before any governmental agency which could have a materially adverse effect on the ability of Tenant to operate Tenant’s Intended Use on the Leased Premises or law enforcement agency against delay or prohibit possession of the Leased Premises by Tenant as contemplated by this Lease, nor are there any unsatisfied judgments or consent decrees which could have any such effect. To the best of Landlord’s knowledge, it is not in default or violation of any order, writ, injunction, or decree of any court, governmental department, agency, or instrumentality having jurisdiction over the Leased Premises, which relates to the Leased Premises. (ii) Title to the Land and the Leased Premises on the Effective Date is good and marketable, and free and clear of all liens, charges, encumbrances, encroachments, easements, restrictions, leases, tenancies, occupancies or agreements and other matters affecting title, except for those matters affecting title listed as Permitted Exceptions (hereafter defined). In addition, Tenant's leasehold estate title shall be insurable under an ALTA Leasehold Policy, subject only to the Permitted Exceptions, by Fidelity National Title Insurance Company or other title company satisfactory to Tenant (the “Title Company”) at regular rates. Any liens or encumbrances of an ascertainable nature other than the Permitted Exceptions, which may be removed as exceptions to the title policy to be issued to Tenant by payment of money in satisfaction thereof, have been removed by Landlord prior to or on the Effective Date. The following items are agreed to be “Permitted Exceptions”: (a) The printed exclusions from coverage appearing in the standard form of ALTA Owner's Title Policy (provided that this exception is for insurability purposes only); (b) Subsurface public utility easements for local distribution, such as for gas, water and sewer lines or electric, telephone or CATV cable, the location of which is generally ascertainable and fixed, provided that the exercise of the rights thereunder does not and will not interfere with the installation or use of the improvements to be constructed on the Leased Premises; (c) Surface public utility easements for local distribution along one or more of the property lines and extending not more than ten (10) feet therefrom, the location of which is generally ascertainable and fixed, providing that the exercise of the rights thereunder does not and will not interfere with the use of the improvements on the Leased Premises or the use of that part of the Leased Premises outside of the easements and not occupied by improvements; (d) Items set forth in Schedule B – Part 2 of Fidelity National Title Insurance Company’s Title Commitment Number PAFN22-3325; (e) Liens created in conjunction with the financing for the construction of the Building and related improvements. (f) Landlord represents and warrants to Tenant that, as of the Effective Date, to its properties wherein any unfavorable decisionknowledge, ruling after due inquiry, the Leased Premises is not in violation of the Environmental Laws. Landlord and Xxxxxx acknowledge that the Landlord has not performed a Phase I Environmental Assessment, and that it is expected that the Tenant will perform a Phase I Environmental Assessment of the Leased Premises in connection with the Project. Other Representations of Landlord. (g) All instruments and documents required on the part of Landlord to be delivered under this Agreement have been delivered to Tenant and shall be in form reasonably satisfactory to Tenant and its counsel. (h) All representations and warranties by Landlord set forth in this Lease shall be true and correct in all respects. (i) No representation, statement or finding would adversely affect the validity or enforceability warranty by Landlord contained in Section 13 of this Lease or in any exhibit attached hereto contains any materially untrue statement or omits a material fact necessary to make the statement of fact therein recited not misleading. (j) Landlord is currently entitled to exemption from real estate tax for Landlord’s ability to carry out its obligations under Property. Landlord will use commercially reasonable efforts, for the term of this Lease, to maintain its eligibility for real estate tax exemption for Landlord’s Property, and, subject to Tenant’s obligations set forth in Section 14 below, promptly settle all real estate matters which, if unresolved, could give rise to tax liens or other consequences with respect to Landlord’s Property and/or the Leased Premises.