KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

(a) Authority. Lessee has the right, power and authority to enter into this Lease and the right, power and authority to comply with the terms, obligations, provisions and conditions contained in this Lease; (b) No Breach of Obligations. The entry by Lessee into this Lease and the performance of all 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 agreements to which Lessee is a party or by which it is bound. Section 9.3 Hazardous Materials. Lessee (i) shall not cause or permit any Hazardous Materials to be placed. held, located or disposed of on. under or at the Leased Premises or any part thereof, except in commercially reasonable amounts used in the construction and operation of the Improvements and in accordance with Legal Requirements, and (ii) shall not cause or permit any Hazardous Materials contamination of the Leased Premises or any part thereof. Section 9.4 Relocation Obligations and Indemnity. Lessee covenants that persons residing on the Leased Premises shall not be displaced before suitable temporary replacement housing is available within the Project or elsewhere. Lessee shall ensure that all occupants of the Leased Premises receive all notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.). all state and local regulations implementing such law, and all other applicable federal, state, or local relocation law, regulation, or policy, including but not limited to the Uniform Relocation Act(42 U.S.C. § 4601 et seq.) and implementing regulations (collectively referred to herein as "Relocation Laws"). Any and all costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Leased Premises, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Lessee, and Lessor shall have no responsibility for payment therefor. Lessee shall be liable for any and all claims for applicable relocation benefits sought by any current, former or future tenant of the Land or the Improvements existing or to be constructed on the Land pursuant to this Lease. In addition to any other indemnities provided by Lessee in this Lease, Lessee shall indemnify. protect. defend (with legal counsel of Lessor's choosing), and hold harmless the Indemnitees from and against any and all alleged or actual Claims arising in connection with the breach of Lessee's obligations set forth in this Section or arising directly or indirectly from the transfer of the Leased Premises to the Lessee, including without limitation claims for, relocation benefits and assistance under any Relocation Laws, all leasehold interests and rights of tenancy or occupancy, any bonus value, lost income (past or future), failure to locate a suitable replacement residential location, lost rental income or sublease or license income, severance damages (if any), pre-condemnation damages (if any), economic or consequential damages, professional consultant fees, attorneys' fees and costs, expert witness fees and costs, and any and all compensable interests, and/or damages. and/or claims, of any kind and nature, claimed or to be claimed, suffered or to be suffered, by any person or entity that is or claims to be a current or former tenant or sub-tenant or occupant with a right to use or occupy the Leased Premises. The provisions of this Section shall survive the expiration or termination of this Lease. 30 191\52\1656915.8 OAK 114834-9609-1684 v I I