GROUND LEASE - RIDGE VIEW COMMONS II

"Investor" means the low income housing tax credit investor that will provide equity to the Project and all permitted successors and assigns. Wincopin Circle LLLP, a Maryland limited liability limited partnership is the initial Investor. "Land" is defined in Recital A. "Lease Year" means a calendar year during the term of this Lease. "Leased Premises" means the Land, together with all easements, licenses, privileges and appurtenances attaching or in any way belonging thereto. "Leasehold Mortgage" means any mortgage, deed of trust, security agreement or collateral assignment pursuant to an Approved Loan encumbering Lessee's Estate as a leasehold mortgage lien. "Legal Requirements" means all laws, statutes, codes, ordinances, orders, rules, regulations and requirements of all Governmental Authorities and the appropriate agencies, officers, departments, boards and commissions thereof, whether now or hereafter in force applicable to Lessor, Lessee, the Leased Premises, the Improvements, or any portion thereof, to the extent so applicable. "Lender" means the holder, mortgagee, grantee or secured party under any Leasehold Mortgage, including, without limitation, the Senior Lender. "Lessee's Estate" or "Leasehold Estate" means during the Term of this Lease, Lessee's leasehold interest in the Land and Lessee's fee ownership interest in the Improvements. "Lessor's Estate" means Lessor's fee estate in the Land and reversionary interest in the Improvements pursuant to this Lease. "Management Agent" means the person or entity designated from time to time as "Management Agent" of all or any portion of the Improvements under any property management agreement entered into from time to time with Lessee. "Memorandum" means the Memorandum of Ground Lease to be executed by the Parties substantially in the form attached hereto as Exhibit B and recorded in the Official Records as of the Commencement Date. "Note" means that certain Amended and Restated Secured Promissory Note dated as of the date hereof, executed by Lessee for the benefit of Lessor and evidencing Lessee's obligation to repay the City Loan. The form of Note is attached hereto as Exhibit D. "Net Condemnation Award" means the net amounts owed or paid to the Parties or to which either of the Parties may be or become entitled by reason of any Taking or pursuant to any agreement with any condemning authority which has been made in settlement of any proceeding relating to a Taking, less any costs and expenses incurred by the Parties in collecting such award or payment 4859-3312-3005v5