GROUND LEASE - RIDGE VIEW COMMONS II

personal property to Senior Lender to secure the Lessee's obligations under the Senior Loan Documents, Lessor agrees that, upon enforcement or exercise by Senior Lender of any of its rights with respect thereto, Lessor shall afford Senior Lender reasonable access to the Project for the purpose of preserving its interests therein or enforcing or exercising such rights, subject to the payment by Senior Lender to Lessor of a daily rental at the rate provided for in the Lease. ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS Section 9.1 Representations, Warranties and Covenants of Lessor. Lessor warrants and represents to Lessee as follows, which warranties and representations are true and correct as of the date of this Lease, to the actual knowledge of Lessor: (a) Lessor has good and marketable title to the Leased Premises, subject only to encumbrances of record or disclosed in writing to Lessee ("Permitted Encumbrances"), has the right, power and authority to enter into this Lease; no other party has any right or option in connection with Lessor's interest in the Leased Premises, and Lessor shall not encumber the fee interest in the Leased Premises without Lessee's prior written consent which shall not be unreasonably withheld or delayed; (b) there is no litigation or action, pending or to Lessor's knowledge, threatened, affecting the Leased Premises or any streets or other public rights-of-way abutting or serving the Leased Premises; (c) Lessor has received no written notice and has no actual knowledge, nor has Lessor been otherwise advised, of any pending or threatened Taking relating to all or any part of the Leased Premises; (d) Lessor has received no written notice and has no actual knowledge of the intention of any party holding an easement affecting the Leased Premises or any part thereof to expand the exercise of any such easement beyond the current scope permitted by the applicable Permitted Encumbrance; (e) the entry by Lessor into this Lease and the performance of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreement relating to the Leased Premises to which Lessor is a party or by which it is bound. Section 9.2 Representations. Warranties and Covenants of Lessee. As an inducement to Lessor to enter into and to proceed under this Lease, Lessee warrants and represents to Lessor as follows, which warranties, representations and covenants are true and correct as of the date of this Lease: 24 4859-3312-3005v5