KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

Exhibit D: Financing Plan ARTICLE 2. LEASE OF THE LAND Section 2.1 Lease of Land. Subject to the terms hereof and in consideration of the covenants of payment and performance stipulated herein, Lessor leases the Land to Lessee, and in consideration thereof Lessee takes, hires and leases the Land from the Lessor, pursuant to the terms of this Lease. Section 2.2 Term. Unless sooner terminated pursuant to the provisions hereof, this Lease shall continue in full force and effect for a term ("Term'). commencing on the Commencement Date and expiring on midnight the day immediately preceding the seventy-fifth (75th) anniversary thereof. Section 2.3 Use. Subject to the provisions hereof Lessee shall use the Leased Premises for the construction and operation of the Project, which includes the construction, development and operation of the Improvements on the Land in accordance with the restrictions and requirements set forth in Article 3 hereof. Further, Lessee agrees: (a) not to use the Leased Premises for any disorderly or unlawful purpose; (b) to use reasonable efforts to prevent any Tenant from committing or maintaining any nuisance or unlawful conduct on or about the Leased Premises: (c) to use reasonable efforts to prevent any action by any Tenant that would cause Lessee to violate any of the covenants and conditions of this Lease with respect to the Improvements: (d) to take reasonable action, if necessary, to abate any action by any Tenant that violates, or that would cause Lessee to violate this Lease: and (e) subject to the laws of the State of California and the rights of Tenants, to permit Lessor and its agents to inspect the Leased Premises or any part thereof at any reasonable time during the Term. Section 2.4 Possession. Lessor agrees to and shall provide possession of the Leased Premises to Lessee upon close of construction financing, free and clear of all rights to possession or use by any tenants or other individuals or entities other than Lessee (except as disclosed to Lessee or apparent from Lessee's inspection), and free and clear of any encumbrances except as expressly approved by Lessee in writing. Lessee hereby approves the Regulatory Agreement and encumbrances associated with the Senior Lender, the City Loan, the City HOME Loan, the AHP Loan, and the County Loan. The Parties acknowledge that as of the Commencement Date the Land is developed with forty (40) occupied dwelling units, and that in connection with the development of the Project, Lessee will relocate the tenants of such units and demolish the existing improvements. 12 191A52V1656915.8 OAK 84834-9609-1684 vii