KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

With copies to Gubb & Barshay LLP 505 14th Street, Suite 1050 Oakland, CA 94612 Attention: Natalie Gubb MUFG Union Bank, N.A. 200 Pringle Avenue. Suite 355 Walnut Creek. CA 94596 Section 17.17 Counterparts. This Lease may be executed in several counterparts. each of which shall be deemed an original, and all such counterparts together shall constitute one and the same agreement. Section 17.18 Time of Essence. Time is and shall be of the essence in this Lease. Section 17.19 Attorneys' Fees. In any litigation or other action brought to enforce this Lease or regarding a dispute over terms of the Lease or the performance of a Party, the prevailing party in such litigation or action shall be entitled to attorneys' fees and the costs of such litigation. Section 17.20 No Third Party Beneficiaries. Except as expressly set forth herein. nothing contained in this Lease is intended to or shall be deemed to confer upon any person. other than the Parties and their respective successors and assigns. any rights or remedies hereunder. Section 17.21 Parties Not Co-Venturers: Independent Contractor: No Agency Relationship. Nothing in this Lease is intended to or shall establish the Parties as partners. co- venturers, or principal and agent with one another. The relationship of Lessee and Lessor is and shall remain solely that of a tenant and landlord, and shall not be construed as ajoint venture, equity venture, partnership or any other relationship. Lessor neither undertakes nor assumes any responsibility or duty to Lessee (except as expressly provided in this Lease) or to any third party with respect to the Project. ARTICLE 18. HUD PROVISIONS Section 18.1 Subordination to HUD Disposition Affordability Covenant/Use Restriction; HUD Lease Addendum. Pursuant to Section 18 of the Housing Act of 1937 and the HUD Disposition Affordability Covenant/Use Restriction, this ground lease is subordinate and subject to the HUD Disposition Affordability Covenant/Use Restriction, and notwithstanding anything to the contrary contained in this ground lease, the provisions of the HUD Disposition Affordability Covenant/Use Restriction shall control; provided, however, that this Section 18.1 shall not be construed as prohibiting the City from requiring affordability restrictions for the Project that are more restrictive and/or for a longer term than the HUD Disposition Affordability Covenant/Use Restriction, and the provisions of this ground lease that impose such greater restrictions and/or longer term shall be unaffected by this Section 18.1. 47 191\52\1656915 8 OAK 44834-9609-1684 v I 1