KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

(b) Affordable Rent means the following amounts, less a utility allowance and other fees and charges required to be paid by tenants of the Project on a non-optional basis: (i) for units that are restricted for rental to households with incomes of not more than sixty percent (60%) of AMI, a monthly rent that does not exceed one-twelfth of thirty percent(30%) of sixty percent (60%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit: and (ii) for units that are restricted for rental to households with incomes of not more than eighty percent(80%) of AMI, a monthly rent that does not exceed one-twelfth of thirty percent (30%) of eighty percent (80%) of Area Median Income. Adjusted for Family Size Appropriate for the Unit. (c) AHP Loan means the Federal Home Loan Bank Affordable Housing Loan Program loan for which Lessee will apply. (d) Applicable Laws is defined in Section 9.7. (e) Area Median Income or AMI means the median income for Alameda County. California, adjusted for actual household size, as determined in accordance with TCAC regulations. (f) Approved Loans: All loans, including without limitation, the Senior Loan, the City Loan, the City HOME Loan, the AHP Loan, and the County Loan obtained from time to time by Lessee for the construction and permanent financing of the Improvements in compliance with the Financing Plan attached hereto as Exhibit D. as such Financing Plan may be revised from time to time by written consent of the Parties, and the refinancing of any such loan provided that the new loan does not exceed the greater of(i) the outstanding principal balance of the original loan, and (ii) eighty percent (80%) the value of the Improvements as determined by an appraisal conducted at Lessee's expense by an MAI appraiser selected by the lender and approved by Lessor. (g) Casualty: As defined in Article 11 hereof. (h) City: The City of Pleasanton, California. (i) City HOME Loan: means that certain HOME Investment Partnerships Program (HOME) Loan from the City to MidPen in the principal amount of Four Hundred Fifty Thousand ($450,000) as evidenced by that certain HOME Investments Partnerships Program (HOME) Agreement Between City of Pleasanton and MidPen Housing Corporation to Assist with Development of Phase 1 of Kottinger Gardens Development Project dated October 24. 2014 (the "City HOME Loan Agreement), as assigned from MidPen to Lessee pursuant to an assignment and assumption agreement to be executed concurrently herewith. (j) City HOME Loan Agreement is defined in the preceding paragraph. (k) City Loan: means that certain construction/permanent loan to be provided by City to Lessee pursuant to the terms set forth in that certain Affordable Housing Loan Agreement between City and Lessee being executed concurrently herewith, which City Loan consists of Two Million, Six Hundred Twenty-Seven Thousand, Nine Hundred and Fifteen and 86/100 Dollars ($2,627,915.86)that has been disbursed for Project predevelopment expenses 6 191A52V1656915.8 OAK 44834-9609-1684 vii