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ARTICLE 17 <br /> BINDING AGREEMENT <br /> This Lease shall be binding upon and shall inure to the benefit of Lessor and Lessee and <br /> their respective heirs, successors, assigns and legal representatives. <br /> ARTICLE 18 <br /> NO MERGER OF TITLE <br /> Except upon expiration of the Lease Term or upon termination of this Lease pursuant to <br /> an express right to do so herein, there shall be no merger of this Lease nor of the leasehold estate <br /> created by this Lease with the fee estate in the Premises or any part thereof by reason of the fact <br /> that the same person may acquire or own or hold, directly or indirectly, (a) this Lease or the <br /> leasehold estate created by this Lease or any interest in this Lease or in any such leasehold estate <br /> (including the Regional Center or any other improvement hereafter situated upon the Premises), <br /> and (b) the fee estate in the Premises or any part thereof or any interest in such fee estate <br /> (including the Regional Center or any other improvement hereafter situated upon the Premises), <br /> unless and until all persons, including any assignee of Lessor, having any interest in this Lease or <br /> the leasehold estate created by this Lease shall join in a written instrument affecting such merger <br /> and shall duly record the same. <br /> ARTICLE 19 <br /> REPRESENTATIONS AND WARRANTIES <br /> Section 19.1 Lessor's Representations and Warranties. As an inducement to Lessee <br /> to enter into this Lease, Lessor hereby represents and warrants to Lessee, as of the Effective <br /> Date, as follows: <br /> 19.1.1 Tenancies. As of the Commencement of Construction, the Premises <br /> shall not be subject to any leases, tenancies or rights of persons in possession. <br /> 19.1.2 Compliance. The leasing of the Premises violates no applicable <br /> statute, ordinance or regulation, nor any order of any court or governmental authority or agency, <br /> pertaining to the Premises or the use, occupancy or condition thereof. <br /> 19.1.3 Title. As of the Commencement of Construction, Lessor shall have <br /> good and marketable title to the Premises, subject only to the"Permitted Encumbrances" <br /> identified on Exhibit A attached hereto. <br /> 19.1.4 Utilities. Lessor makes no representations or warranty as to the <br /> sufficiency of capacity, satisfaction of service nor any other representations or warranties <br /> concerning the adequacy or fitness of the utilities now available to the Premises for Lessee's <br /> intended use. <br /> 19.1.5 Litigation. Lessor has received no written notice and has no actual <br /> knowledge of any pending or threatened litigation or governmental proceeding affecting the <br /> 26 <br /> GROUND LEASE COE--EPFD <br />