RD:MDC 02/24/11

GROUND LEASE

By and Between CITY OF SAN JOSE

(Lessor) and

FORD ROAD SUPPORTIVE HOUSING, INC.

(Lessee)

Ford Road Groundlease T-8908.003/723911_4

GROUND LEASE

(PHASE I – SPECIAL NEEDS PROJECT)

THIS GROUND LEASE (“Lease”), is entered into and made effective as of March 29, 2011 (the
“Effective Date”), by and between the City of San Jose, a municipal corporation (the “Lessor”) and Ford
Road Supportive Housing, Inc.., a California nonprofit public benefit corporation (the “Lessee”).

RECITALS

A. Lessor owns that certain parcel of real property located on the north side of Ford Road
approximately 550 feet east of Monterey Road, San Jose, California, as more particularly described in
Exhibit A (the “Property”).

B. The Lessee will develop, own and operate a total of nineteen (19) rental housing units that will
be affordable to Low-Income (as defined in the 75-Year Leasehold Affordability Restrictions dated of
even date hereof) special needs individuals and families with incomes between $21,750 and $41,400 per
annum, respectively plus one (1) unrestricted manager’s unit (the “Improvements”) located on the
Property for a period of seventy-five (75) years.

C. The Lessor desires to lease the land upon which the Improvements will be constructed for a
period of seventy-five (75) years from the Effective Date, pursuant to the terms of this Lease.

NOW, THEREFORE, in consideration of the promises and the respective covenants and
agreements contained in this Lease, the Parties agree as follows:

ARTICLE 1. DEFINITIONS

1.1 Definitions.The following terms shall have the following meanings in this
Lease:

(a) “Annual Expenses” means, for any Lease Year,

(b) “Dwelling Units” shall mean the approximately 19 units of rental housing,
which are intended to be occupied by the Tenants.

(c) “Gross Revenue” for any Lease Year shall have the definition set forth in the City
Note, defined below.

(d) “Intentionally Omitted.”

 (e) “Improvements” shall mean the buildings, structures and other improvements,
including the building fixtures therein, now or hereafter located on the Land.
(f) “Intentionally Omitted.”

(g) “Land” shall mean the property, more fully described in EXHIBIT A
attached to this Lease and incorporated into this Lease by this reference.

(h) “Lease “ shall mean this Ground Lease between the Lessee and the Lessor and shall
include any and all amendments made to this Lease in writing.

(i) “Lease Term” shall mean the seventy-five (75) year period with renewal option, set
forth in Section 2.2 below, during which this Lease shall be in effect unless earlier terminated in
accordance with the provisions of this Lease.

(j) “Lease Year” shall mean a period of one calendar year beginning January 1 and ending
December 31. The first lease year shall commence on the Effective Date and end on the last day of the
following December. The last lease year shall begin on January 1 of that year and end on the last day of
this Lease.

(k) “Leasehold Mortgage” shall mean any mortgage, deed of trust, security agreement or
collateral assignment securing a Loan and encumbering the leasehold interest in the Property and in the
Project.

(l) “Lender(s)” or “Senior Lender(s)” shall mean is the City of San Jose until the United
States Department of Housing and Urban Development (“HUD”) becomes the Senior Lender once its 811
Capital Advance is in place for Phase I

(m) “Lessee” shall mean Ford Road Supportive Housing, Inc., including its successors and
assigns.

(n) “Lessor” shall mean the City of San Jose, a municipal corporation .

(o) “Loans” shall mean collectively, the loans made by the City of San José California in
the aggregate principal amount of $690.000, consisting of i) a conditional financing commitment of $190,000
(the “AHP Loan”) for Affordable Housing Program (AHP) in the event that, in the City’s sole discretion, the AHP
award is not obtainable in the City’s sole discretion in time to meet HUD’s financing deadlines, ii) and a
conditional financing commitment for the $500,000 (the “HTSCC Loan”) Housing Trust of Santa Clara County
(HTSCC), in the event HUD does not approve HTSCC as an acceptable secondary lender and the HTSCC Loan is
unobtainable in the City’s sole discretion, (any one or collectively referred to hereafter as the “City Loan”),
security document, including regulatory agreements, use agreements, security agreements, fixture filings,
and financing statements required of the Lessee) which are given by the Lessee (collectively “Loan
Documents”) (for Lender, “Lender Loan Documents”). .

(p) Intentionally Omitted.

(q) “Memorandum of Lease” shall mean the Memorandum of Lease in substantially the
form attached to this Lease as Exhibit B to be entered into between the Lessor and Lessee.
(r) “Party” shall mean the Lessor or the Lessee individually.

(s) “Parties” shall mean the Lessor and the Lessee collectively.

(t) “Project” or “Property” shall mean the Improvements and the Lessee’s leasehold
interest in the Land.

(u) “Property” shall mean the Land.

 (v) “Residual Receipts ”or “Net Cash Flow” is defined in the promissory note evidencing
the City Loan (“Note”).

(w) “Intentionally Omitted.”

(x) “Taking” means institution of any proceedings for the taking or condemnation of all or
a portion of the Property or Improvements by the government of the United States, State of California,
County of Santa Clara, City of San José or any other governmental authority, or any other entity under the
right of eminent domain.

(y) “Tenants” shall mean the residents who are authorized by Lessee to occupy the
Dwelling Units pursuant to the 75-Year Leasehold Affordability Restrictions dated as of even date hereof.

ARTICLE 2. LEASE OF THE LAND; RENTAL PROVISIONS; TAXES AND ASSESSMENTS

2.1 Lease of the Land.The Lessor, for and in consideration of the covenants and agreements
to be kept and performed by the Lessee, leases the Land to the Lessee, and in consideration thereof, the
Lessee does take, hire and lease the Land from the Lessor pursuant to the terms of this Lease. The Lessee
or its designee shall operate the Project in compliance with applicable laws. Concurrently with the
execution of this Lease, Lessor and Lessee shall execute the Memorandum of Lease, in substantially the
form of EXHIBIT B, and shall record the Memorandum of Lease in the Official Records of the County
of Santa Clara.

2.2 Term.The term of this Lease (as defined in Section 1.1 as the Lease Term)shall
commence on the Effective Date as set forth above and shall continue from such date until the expiration
of seventy-five (75) years, unless earlier terminated in accordance with this Lease.

2.3 Rental Provisions. The Lessee shall pay to the Lessor, at the City of San José, 200 East
Santa Clara Street 12th Floor, San Jose, CA 95113, or such other place as Lessor may designate in
writing, “Rent” as follows:

(a) Lease Premium. Lessee shall pay Lessor a one-time capitalized lease payment in the
amount of seventy-five dollars ($75.00) (the “Lease Premium”) upon commencement of this Lease, plus
Residual Receipts Rent, subject to the provisions contained in subsection 2.3(b) herein.
(b) Residual Receipts Rent. Lessee’s obligation to pay Residual Receipts Rent shall arise when the City
Loan is paid in full. Such Residual Receipts Rent shall be based on an annual payment of four percent
(4%) of the value of the Project, as improved, as determined by an appraisal ordered by Lessor and paid
by Lessee, with accrual and payments to begin at the end of the term of the City Loan, paid from 50% of
Net Cash Flow, as defined in the Note. If there are insufficient Residual Receipts available in a given year
to make the full payment, Residual Receipts Rent shall accrue without interest. I n addition to the
Residual Receipts Rent for the preceding Lease Year, on or before April 15 of each Lease Year and on or
before April 15 of the year following Lease Termination, Lessee shall deliver to Lessor a copy of an
independent audit for the Lessee performed by a certified public accountant for the previous Lease Year.
In the event, however, that Lessee receives an Affordable Housing Program (“AHP”) Loan from the
Federal Home Loan Bank in the amount of $190,000.00, then a Residual Receipts Rent payment
obligation shall not arise. any Lease Year consisting of only a partial calendar year, the Residual Receipts
Rent due shall be prorated based on the number of days in the partial calendar year, and all references to
months shall include partial months where and as applicable. For any Lease Year consisting of only a
partial calendar year, the Residual Receipts Rent accrued and due for that partial Lease Year shall be
determined by reference to the Gross Revenue and the Annual Expenses for the partial Lease Year.

2.4 Use of Project and Assurances of Lessee.The Lessee agrees:

(a) not to use the Project for any disorderly or unlawful purpose, but only to provide proper
housing and related facilities to Tenants, and to maintain the character of the Project as required by any
Loan Documents, for so long as such agreements remain in effect;
 (b) to use commercially reasonable efforts to prevent any Lessee from committing or
maintaining any nuisance or unlawful conduct on or about the Project;

(c) to use commercially reasonable efforts to prevent any Lessee from violating any of the
covenants and conditions of this Lease with respect to the Project;

(d) to take commercially reasonable action, if necessary, to abate any violation of this
Lease by any Lessee upon notice from the Lessor;

2.5 Taxes and Assessments.

(a) Payment by Lessee. Lessee covenants and agrees during the entire Lease Term, at its
own cost and expense, to pay the public officers charged with their collection, as the same become due
and payable and before any fine, penalty, interest, or other charge may be added to them for nonpayment,
all real estate taxes, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of
any kind and nature, made, assessed, levied or imposed upon, or due and payable in connection with, or
which become a lien upon, the Land, the Improvements, or any part of the Land or Improvements, or
upon this Lease, as well as assessments for sidewalks, streets, sewers, water, or any other public
improvements and any
other improvements or benefits which shall, during the Lease Term, be made, assessed, levied, or
imposed upon or become due and payable in connection with, or a lien upon the Land, the Improvements,
or any part of the Land or Improvements, or upon this Lease. Nothing herein shall impair Lessee’s right
to request and receive exemption from the payment of real estate taxes under California Revenue and
Taxation Code Section 214(g). Notwithstanding anything in this Lease to the contrary, Lessee shall not be
required to pay any franchise tax or transfer tax imposed on any document to which Lessor is a party
(other than this Lease) creating or transferring an estate or interest in the Project, any municipal, state or
federal income taxes levied against Lessor, any income, profits or revenues tax, assessment or charge
imposed upon the Rent received by Lessor under this Lease, any estate, gift, succession, inheritance or
transfer taxes of Lessor, or any business and occupational tax attributed and imposed upon Lessor for
work, business or income not related or attributable to the Project.

(b) Lessee’s Right to Contest. If Lessee disputes any amount or validity of any liens, taxes,
assessments, or charges upon the Land or the Improvements, Lessee may contest and defend against the
same at its cost, and in good faith diligently conduct any necessary proceedings in connection therewith to
prevent and avoid the same; provided, however, that such contest shall be prosecuted to a final conclusion
as speedily as possible. Lessor agrees to render to Lessee all reasonable assistance, at no expense to
Lessor, in contesting the validity or amount of any such liens, taxes, assessments or charges, including
joining in the signing of any protests or pleadings which Lessee may deem advisable to file. During any
such contest, Lessee shall (by the payment or bonding of such liens, disputed taxes, assessments or
charges, if necessary) prevent any advertisement of tax sale, any foreclosure of, or any divesting thereby
of Lessor’s title, reversion or other interest in or to the Land.

(c) Triple Net Lease. This Ground Lease is a triple net lease and the Lessee shall be
responsible to pay all costs, charges, taxes, impositions and other obligations related thereto. If the Lessor
pays any such amounts, whether to cure a default or otherwise protect its interests hereunder, the Lessor
will be entitled to be reimbursed by Lessee the full amount of such payments as additional rent within
thirty (30) days of written demand by Lessor. Failure to timely pay the additional rent shall be an Event of
Default (as hereafter defined).

ARTICLE 3. MAINTENANCE; USE OF PREMISES

3.1 Title to Improvements.Lessor hereby grants to Lessee without warranty express or

implied all right, title, or interest in the Improvements hereafter located on the Land. Improvements on the
Land during the Lease Term shall be and remain the property of Lessee. provided, however, that Lessee
shall have no right to destroy, demolish or remove the Improvements except as specifically provided for
in this Lease or as approved in writing by Lessor. When the Lease Term expires or, when the Lease is
otherwise terminated under the terms of this Lease, title to the Improvements shall revert to and vest in
Lessor without cost to Lessor. It is the intent of the Parties that this Lease and Memorandum of Lease
shall create a constructive notice of severance of the Improvements from the Land without the necessity
of a deed from Lessor to Lessee. The Improvements shall be and remain real property and shall be owned
in fee by the Lessee for the term of this Lease. At the request of Lessor and at the end of the Lease Term,
Lessee agrees to execute a confirmatory quitclaim deed of the Improvements to Lessor to be recorded at
Lessor’s option and expense and any other documents that may be
reasonably required by Lessor or Lessor’s title company to provide Lessor title to the Land and the
Improvements free and clear of Lessee’s leasehold interest in the Land, ownership interest in the
Improvements and all monetary liens and monetary encumbrances not caused or agreed to by Lessor.
Lessor acknowledges and agrees that any and all depreciation, amortization and tax credits for federal or
state tax purposes relating to the Improvements located on the Land and any and all additions thereto,
substitutions therefor, fixtures therein and other property relating thereto shall be deducted or credited
exclusively to Lessee during the Lease Term and for the tax years during which the Term begins and
ends.

3.2 Permits, Licenses and Easements.The Lessor agrees that, within ten (10) days after
receipt of written request from the Lessee, it shall (at no expense to the Lessor) join in any and all
applications for permits, licenses or other authorizations required by any governmental or other body
claiming jurisdiction in connection with any work the Lessee may do pursuant to this Lease, and shall
also join in any grants of easements for public utilities useful or necessary to the proper economic
development of the Land or of the Improvements.

3.3 Use of Project.The Lessee shall at all times during the Lease Term use or cause the
Project to be used for the purposes set forth in this Lease, consistent with all applicable zoning and
environmental laws of any governmental authority having jurisdiction over the Project, the Affordability
Restrictions and with all requirements of any Lenders. The Lessee agrees to comply with all applicable
and lawful statutes, rules, orders, ordinances, requirements and regulations of the United States, the State
of California, and of any other governmental authority having jurisdiction over the Project.

3.4 Maintenance of the Project.Subject to Sections 7.1 and 7.2, during the term of this
Lease, the Lessee shall perform, or cause to be performed, all maintenance and repairs necessary to
maintain the Project in good repair and tenantable condition, reasonable wear and tear excepted.

3.5 Utilities.The Lessee shall be responsible for the cost of all utilities, including water,
heat, gas, electricity, waste removal, sewers, and other utilities or services supplied to the Project, and the
Lessee shall pay or cause same to be paid currently and as due.

3.6 Damage to Person or Property; Hazardous Materials; Indemnification.

3.6.1 Damage to Person or Property – General Indemnification

Lessor shall not in any event whatsoever be liable for any injury or damage to any person
happening on or about the Site, for any injury or damage to the Premises, or to any property of Lessee, or
to any property of any other person, entity or association on or about the Site. Lessee shall defend, hold
harmless and indemnify the Lessor, the City and their respective commissioners, officers, agents, and
employees (each an “Indemnified Party” and together, the “Indemnified Parties”), of and from all claims,
loss, damage, injury, actions, causes of action and liability of every kind, nature and description directly
or indirectly arising from its tenancy, its use of the Site, including adjoining sidewalks and streets, and
any of its operations activities thereon or connected thereto; provided, however, that this Article 3 shall
not be deemed or construed to and shall not impose an obligation to indemnify and save harmless the
Lessor, the
City or any of their commissioners, officers, agents or employees from any claim, loss, damage, liability
or expense, of any nature whatsoever, arising from or in any way related to or connected with any willful
misconduct or gross negligence by the person or entity seeking such indemnity. Notwithstanding the
foregoing, at no time shall this subsection 3.6.1 be construed to include the United States of America,
acting by and through the Secretary of Housing and Urban Development (hereafter “HUD Secretary” or
“HUD”) as an indemnitor to the Indemnified Parties or to any Indemnified Party. The exemption of the
HUD Secretary as an indemnitor to the Indemnified Parties or to any Indemnified Party shall hereafter be
referred to as the “HUD Immunity.

3.6.2 Hazardous Materials – Indemnification

(a) Lessee shall indemnify, defend, and hold the Lessor and the City, and their
respective commissioners, officers, agents and employees (individually, an “Indemnified Party” and
collectively, the “Indemnified Parties”) harmless from and against any and all losses, costs, claims,
damages, liabilities, and causes of action of any nature whatsoever (including, without limitation, the
reasonable fees and disbursements of counsel and engineering consultants) incurred by or asserted against
any Indemnified Party in connection with, arising out of, in response to, or in any manner relating to
violation of any Environmental Law, or any Release, threatened Release and any condition of pollution,
contamination or Hazardous Substance-related nuisance on, or under or from the Site. The HUD
Immunity shall apply with respect to the foregoing indemnification.

(b) For purposes of this Section 3.6.2, the following definitions shall
apply:

(i) “Hazardous Substance” shall have the meaning set forth in

the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended as of
the date of this Agreement, 42 U.S.C. ‘9601(14), and in addition shall include, without limitation,
petroleum (including crude oil or any fraction thereof) and petroleum products, asbestos, asbestos-
containing materials, polychlorinated biphenyls (“PCBs”), PCB- containing materials, all hazardous
substances identified in the California Health & Safety Code’25316 and ‘25281(d), all chemicals listed
pursuant to the California Health & Safety Code ‘25249.8, and any substance deemed a hazardous
substance, hazardous material, hazardous waste, or containment under Environmental Law. The foregoing
definition shall not include substances which occur naturally on the Site.

(ii) “Environmental Law” shall include all federal, state and local laws,
regulations and ordinances governing hazardous waste, wastewater discharges, drinking water, air
emissions, Hazardous Substance releases or reporting requirements, Hazardous Substance use or storage,
and employee or community right-to-know requirements related to the work being performed under this
Agreement.

(iii) “Release” shall mean any spillage, leaking, pumping, pouring,

emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the
environment, including the abandonment or discharging of barrels, containers, and other closed
receptacles containing any Hazardous Substances.

ARTICLE 4. MORTGAGE LOANS

4.1 Loan Obligations.Nothing contained in this Lease shall relieve the Lessee of its
obligations and responsibilities under any Loans to operate the Project as set forth therein.

4.2 Liens and Encumbrances Against Lessee’s Interest in the Leasehold EstateThe Lessee shall
have the right to encumber the leasehold estate created by this
Lease and the Improvements with the Affordability Restrictions, and all other regulatory agreements and
liens related to the Loans.

4.3 Cost of Loans to be Paid by Lessee.The Lessee affirms that it shall bear all of the costs
and expenses in connection with (i) the preparation and securing of the Loans, (ii) the delivery of any
instruments and documents and their filing and recording, if required, and
(iii) all taxes and charges payable in connection with the Loans.
 4.4 Proceeds of Loans.It is expressly understood and agreed that all Loan proceeds shall be
paid to and become the property of Lessee, and that the Lessor shall have no right to receive any such
Loan proceeds.

4.5 Notice and Right to Cure Defaults Under Loans.Upon the recording of a Memorandum
of Lease or this Lease, the Lessor may record in the office of the Recorder of the County in which the
land is situated a request for notice of any default under each Loan. In the event of default by the Lessee
under a Loan, the Lessor shall have the right, but not the obligation, to cure the default. Any payments
made by the Lessor to cure a default shall be treated as rent due from the Lessee which shall be paid
within thirty (30) days of the date on which the payment was made by the Lessor.

ARTICLE 5. PERMITTED MORTGAGES AND INVESTOR RIGHTS

5.1 Consent to Mortgage.Lessor hereby consents to the secured Loans from Lender and any
mortgage, deed of trust, security agreement or collateral assignment securing the Loans and encumbering
the Project (each a “mortgage” and collectively “Mortgages”) as encumbrances on the Project and to the
foreclosure of enforcement thereof or the assignment of the Lease in lieu of such foreclosure or
enforcement.

5.2 Preservation of Leasehold Benefits. Until such time as Lender notifies Lessor in writing that
the monetary and non-monetary obligations of Lessee to Lender under Lender Loan Documents
(“Obligations”) have been satisfied. Lessor agrees:

(a) Voluntary Leasehold Termination. That Lessor will not voluntarily cancel or surrender
the Lease, or amend the Lease to increase the obligations of Lessee or the rights of Lessor thereunder,
without the prior written consent of Lender;
(b) Effect of Lessee Waiver. That Lessor will not enforce against Lender any waiver or
election made by Lessee under the Lease which has a material adverse effect on the value of the
Leasehold without the prior written consent of Lender;

(c) Notice to Lender. That Lessor will concurrently deliver to lender a copy of any notice
given by Lessor to Lessee under the Lease, and no such notice shall be effective unless the concurrent
copy thereof is delivered to Lender;

(d) Lender Right to Cure Defaults. That Lender shall have the right (but not the obligation)
to cure without penalty any default by Lessee under the Lease, and Lessor will allow Lender and its
representatives access to the Property for the purpose of effecting such cure; any cure by Lender shall
have the same effect as cure by Lessee. Lender shall have the right to cure defaults by Lessee on or before
the following dates:

(1) For defaults that may be cured by the payment of money, the date that is five
days after the date of receipt by Lender of a notice stating that Lessee failed to pay the amount in question
by the last day permitted under this Lease;

(2) For all other defaults, 30 days after the date of receipt by Lender of a notice
stating that Lessee has failed to perform the obligation in question by the last day permitted under this
Lease; provided, however, that (A) if is not reasonably possible to effect sure within 30 days, no default
shall occur under this Lease so long as Lender shall commence within such 30 day period and thereafter
diligently prosecute cure to completion, and (B) if it is necessary for Lender to obtain possession of the
Premises in order to effect cure, the period within which Lender is permitted to effect cure shall be
extended by the time that is required for Lender to obtain such possession, including the period required
to obtain the appointment of a receiver, if Lender elects to obtain such appointment, and to complete any
foreclosure, and any period during which appointment of a receiver and/or foreclosure are subject to an
automatic or judicially-imposed stay.
 (e) Replacement Lease. That, if Lender makes written request for the same within 15 days
after Lender receives written notice of termination of the Lease, Lessor will enter a new lease with Lender
commencing on the date of termination of the Lease and ending on the normal expiration date of the
Lease, on substantially the same terms and conditions as the Lease and with the same priority as against
any subleases or other interests in the Property; provided that Lender cures all unpaid monetary defaults
under the Lease through the date of such termination;

(f) Recognition of New Lessee. That, following foreclosure or enforcement of the

Mortgage, or assignment in lieu thereof, Lessor will recognize the purchaser or assignee of the Leasehold
as the Lessee under the Lease;

(g) Obligations of New Lessee. That, following any foreclosure, enforcement or

assignment described in subparagraph (f), the new Lessee shall be personally obligated only for
performance of obligations under the Lease commencing as of the date of such foreclosure, enforcement
or assignment and ending as of the date of any assignment of the Lease to a successor Lessee;
(h) Assignment by New Lessee. That, following any foreclosure enforcement or
assignment described in subparagraph (f), the new Lessee shall have the right to assign the Leasehold
subject to the written consent of Lessor, which consent shall not be unreasonably withheld or delayed;

(i) Insurance or Condemnation Proceeds. That Lessor will pay to Lender any proceeds
from insurance or condemnation of the Property that are payable to Lessee under the Lease, for
disposition as provided in the Mortgage;

(j) Insurance and Condemnation Proceedings. That Lessor will provide reasonable prior
notice to Lender of any proceedings for adjustment or adjudication of any insurance or condemnation
claim involving the Property and will permit Lender to participate therein as an interested party.

5.3 Right to Pay Taxes and Senior MortgageLender shall have the right (but not the
obligation) to pay any taxes payable by Lessor with respect to the Property, and to cure any monetary or
non-monetary default by Lessor under any mortgage or other encumbrance on the Property.

5.4 Right of Lender to Cure.

(a) Notwithstanding any default by Lessee under this Lease, Lessor shall have no right to
terminate this Lease unless Lessor shall have given each Lender written notice of such default and such
Lenders shall have failed to remedy such default or acquire Lessee's leasehold estate created by this Lease
or commence foreclosure or other appropriate proceedings as set forth in, and within the time specified
by, this Section.

(b) Any Lender which has an outstanding Leasehold Mortgage shall have the right, but not
the obligation, at any time to pay any or all of the rental due pursuant to the terms of this Lease, and do
any other act or thing required of Lessee by the terms of this Lease, to prevent termination of this Lease.
Any Lender and its agents and contractors shall have a right to enter the Leased Premises upon prior
notice reasonably delivered to the property management for purposes of accomplishing the foregoing, so
long as such Lender indemnifies and holds Lessor harmless from any and all liability arising from such
entry upon the Leased Premises (except to the extent of liability arising from Lessor's negligence or
willful misconduct). Each Lender shall have ninety (90) days after receipt of notice from Lessor
describing such default to cure the default. All payments so made and all things so done shall be as
effective to prevent a termination of this Lease as the same would have been if made and performed by
Lessee instead of by Lenders.

(c) In addition to the cure period provided in this Section 5.3 above, if the default is such
that possession of the Property may be reasonably necessary to remedy the default, any Lender shall have
a reasonable time after the expiration of such ninety (90) day period within which to remedy such default,
provided that (i) such Lender shall have fully cured any default in the payment of any monetary
obligations of Lessee under this Lease within such ninety (90) day period and shall continue to pay
currently such monetary obligations when the
same are due and (ii) such Lender shall have acquired Lessee's leasehold estate hereunder or commenced
foreclosure or other appropriate proceedings prior to or within such period, and shall be diligently
prosecuting the same.

(d) Any default under this Lease which by its nature cannot be remedied by any Lender
shall be deemed to be remedied if (i) within ninety (90) days after receiving written notice from Lessor
describing the default, or prior thereto, any Lender shall have acquired Lessee's leasehold estate or
commenced foreclosure or other appropriate proceedings, (ii) Lender shall diligently prosecute any such
proceedings to completion, (iii) Lender shall have fully cured any default in the payment of any monetary
obligations of Lessee hereunder (other than as set forth in Section 5.7(c)) which does not require
possession of the Property, and (iv) after gaining possession of the Property, the Lender or its transferee
shall cure all non-monetary defaults of Lessee hereunder capable of cure by Lender.

(e) If any Lender is prohibited, stayed or enjoined by any bankruptcy, insolvency or other
judicial proceedings involving Lessee from commencing or prosecuting foreclosure or other appropriate
proceedings, the times specified for commencing or prosecuting such foreclosure or other proceedings
shall be extended for the period of such prohibition; provided that any Lender shall have fully cured any
default in the payment of any monetary obligations of Lessee under this Lease and shall continue to pay
currently such monetary obligations when the same fall due; provided, further, that such Lender shall not
interfere with Lessor's efforts to seek compliance by the Lessee with any non-monetary obligation under
this Lease.

5.5 Limitation on Liability of LenderNo Lender or its designee or transferee shall be or

become liable to Lessor as an assignee of this Lease or otherwise unless it expressly assumes by a new
lease pursuant to Section 5.7 or other written instrument executed by Lessor and Lender or its designee or
transferee such liability (in which event the Lender's, designee's or transferee's liability shall be limited to
the period of time during which it is the owner of the leasehold estate created hereby) and no assumption
shall be inferred from or result from foreclosure or other appropriate proceedings in the nature thereof or
as the result of any other action or remedy provided for by such Leasehold Mortgage or other instrument
or from a conveyance from Lessee pursuant to which the purchaser at foreclosure or grantee shall acquire
the rights and interest of Lessee under the terms of this Lease.

5.6 Estoppel CertificatesLessor and each Lessee agree that at any time and from time to time
upon not less than twenty (20) days' prior written notice by the other Party, or upon request from any
Lender or Investor or a permitted assignee or other interested party, it will execute, acknowledge and
deliver to the other Party or to such Lender a statement in writing certifying (a) that this Lease is
unmodified and in full force and effect; (b) the date through which the Rents have been paid; and (c) that,
to the knowledge of the certifier (if such be the case), there is no default, set off, defense or other claim
against Lessor or Lessee, as applicable, other than those, if any, so specified under the provisions of this
Lease. It is intended that any such statement may be relied upon by any persons proposing to acquire the
interest of Lessor, or Lessee, as the case may be, in this Lease or by any prospective Lender or investor or
permitted assignee of any Leasehold Mortgage or Investor.
5.7 Registration of Leasehold MortgagesUpon written request by Lessor, Lessee shall
provide written notice to Lessor of the name and address of each Lender under this Lease.

5.8 Additional Mortgagee Protection Provisions

(a) Lessor and Lessee shall not amend or modify this Lease in any material respect nor
shall Lessee exercise any option or election by the Lessee without the prior written consent of the Senior
Lender.

(b) Lessor agrees that Lessee may add the names of each Lender to the “Loss Payable
Endorsement” of any insurance policies required to be carried by Lessee under this Lease on condition
that the insurance proceeds are applied in the manner specified in the applicable Leasehold Mortgage.
 (c) No Lender shall be required to perform any act which is not susceptible to performance
by a Lender, such as to cure a filing or condition of bankruptcy or insolvency or to cure or commence the
cure of any default which arises from Lessee's failure to pay any lien, charge or encumbrance which is
junior in priority to the Lender’s encumbrance or, to pay any amount owed by Lessee, based on an event
which occurred before the Lender or its designee or transferee took possession of the Property, accepted
an assignment of this Lease or entered into a new lease for the Property pursuant to Section 5.7(d) (the
“Mortgagee Transfer”). Except as set forth in the preceding sentence, no Lender or its designee or
transferee shall have any obligations under the Lease for liabilities, losses, damages, fines, penalties,
claims, demands, suits, actions, causes of action, charges, judgments, costs and expenses arising out of or
resulting from the acts, omissions, circumstances or events occurring before the Mortgagee Transfer.

(d) Lessor agrees that in the event of termination of this Lease by reason of any Event of
Default by Lessee, or by reason of the disaffirmance hereof by a receiver, liquidator or trustee for Lessee
or its property, Lessor will enter into a new lease of the Property with the Senior Lender or its designee
requesting a new lease for the remainder of the Lease Term, effective as of the date of such termination,
at the rent, and upon the terms, provisions, covenants and agreements as herein contained and subject to
the rights, if any, of any parties then in possession of any part of the Property, provided:

(1) The Senior Lender shall make written request upon Lessor for the new lease
prior to the expiration of the cure period provided in Section 5.3;

(2) The Senior Lender shall pay to Lessor at the time of the execution and delivery
of the new lease any and all sums which would, at the time of the execution and delivery thereof, be due
and unpaid pursuant to this Lease but for its termination;

(3) The Senior Lender shall perform and observe all covenants herein contained on
Lessee's part to be performed, and shall further remedy any other conditions which Lessee under the
terminated Lease was obligated to perform under its terms, to the extent the same are curable or may be
performed by the Senior Lender (subject to Section 3 above); and
(4) The lessee under the new lease shall have the same right, title and interest in
and to all improvements located on the Property as Lessee had under the terminated Lease immediately
prior to its termination. Lessor shall by grant deed or by the terms of the new lease convey to the Lender
or its designee, title to the improvements, if any, which become vested in Lessor as a result of the
termination of the Lease.

(5) The rights granted any Lender to a new lease shall survive any termination of
this Lease. Nothing herein contained shall require any Lender to enter into a new lease pursuant to
Section 5.

(e) Foreclosure of any Leasehold Mortgage, or any sale hereunder, whether by judicial
proceedings or by virtue of any power contained in the Leasehold Mortgage, or any conveyance of the
Leasehold estate hereunder from Lessee to any Lender or its designee through, or in lieu of, foreclosure or
other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a
breach of any provision of or a default under this Lease, and upon such foreclosure, sale or conveyance
Lessor shall recognize the purchaser or other transferee in connection therewith as the Lessee hereunder
so long as such purchaser or other transferee shall assume all outstanding obligations of Lessee under this
Lease and the Declaration of Trust.

(f) If a Lender shall elect to demand a new lease under Section 5 above, Lessor agrees, at
the request of, on behalf of and at the sole expense of the Lender, to institute and pursue diligently to
conclusion any appropriate legal remedy or remedies to oust or remove the original Lessee from the
Property so long Lessor, upon advice of counsel, determines that such action is reasonable and justified
under this Lease and provided that such Lender shall indemnify and hold Lessor harmless from any and
all liability associated with such action (except to the extent of liability arising from Lessor's negligence
or willful misconduct).
 (g) Unless and until Lessor has received notice from all Lenders that the Lenders elect not
to demand a new lease as provided in Section 4 above, or until the period therefore has expired, Lessor
shall not cancel or agree to the termination or surrender of any existing subleases nor enter into any new
subleases hereunder without the prior written consent of the Lender.

(h) The proceeds from any insurance policies or arising from a condemnation shall be paid
to and held by the Senior Lender and distributed pursuant to the provisions of this Lease and the
Leasehold Mortgage, but such Lender may reserve the right to apply to its Leasehold Mortgage debt all,
or any part, of Lessee's share of the proceeds pursuant to the debts secured by such Leasehold Mortgage.

(i) Lessee shall give all Lenders notice of any arbitration, litigation, or condemnation
proceedings, or of any pending adjustment of insurance claims as each may relate to the Property, and any
Lender shall have the right to intervene therein and shall be made a party to such proceedings. The parties
hereto do hereby consent to such intervention. In the event that any Lender shall not elect to intervene or
become a party to the proceedings, Lessee shall provide such Lender shall receive notice and a copy of
any award or decision made in connection therewith.
(j) There shall be no merger, without the consent of the Lender under any Leasehold
Mortgage, of the leasehold estate and the fee estate in the Property merely because both estates are
acquired or become vested in the same person or entity.

5.9 HUD as a Lender.

In the event that HUD becomes the Senior Lender with respect to the Project, and
notwithstanding any other provisions contained in the ARTICLE 5, the terms and provisions of the Lease
Addendum Section 811 (the “HUD Lease Addendum”) which is attached hereto an made a part hereof by
this reference shall govern and control with respect to the financing as provided by the HUD Secretary to
the Lessee and the Project.

ARTICLE 6. INSURANCE

6.1 Required Insurance Coverage.

(a) Property Insurance. The Lessee shall during the Lease Term keep the Project insured
against loss or damage by a property insurance policy providing coverage of the perils of direct damage
as insured under the Insurance Services Office (ISO) “Causes of Loss- Special Form” pr equivalent with
limits in sufficient amounts such that the proceeds of such insurance shall not be less than the replacement
value of the Project, or should insurance in such amount not be reasonably and commercially available,
such lesser amount as may be acceptable to Lessor.

(b) Commercial General Liability (CGL) Insurance. During the Lease Term, the Lessee
shall keep in full force and effect a policy or policies of Commercial General Liability insurance against
liability for bodily injury to or death of any person or property damage arising out of an occurrence on or
about the Project. The limits of such insurance shall be not less than Five Million Dollars ($5,000,000)
combined single limit for bodily injury and property damage.

(c) Workers’ Compensation Insurance. The Lessee shall carry or cause to be carried
workers’ compensation insurance as required by California law covering all persons employed by Lessee
in connection with the Project and with respect to whom death, bodily injury, or sickness insurance
claims could be asserted against the Lessor or Lessee.

(d) Builders’ Risk Insurance. During the course of any alteration, construction or
reconstruction, the cost of which exceeds One Hundred Thousand Dollars ($100,000), the Lessee shall
require any contractor to provide builders’ risk insurance for not less than the amount of work to be
performed, insuring against the perils of direct damage as insured under the Insurance Services Office
ISO “Causes of Loss – Special Form” or equivalent.
 (e) Adjustment of Coverage Limits. Whenever the insurance coverages required by this
Section 5.1 are renewed or extended, the Lessee shall increase the coverage limit
required to an amount as required by the Lenders for insurance at the time the insurance is renewed or
extended.

6.2 Insurance Policies and Premiums.

(a) All policies required by this Lease shall name the Lessor as an additional
insured.

(b) Any policy of insurance shall provide that any change or cancellation of
said policy shall be made in writing and sent to the Lessee and the Lessor at their respective principal
offices at least thirty (30) days before the effective date of change or cancellation.

(c) Any insurance provided for in this Article 5 may be placed by a policy or policies of
blanket and/or excess liability (or umbrella) insurance.

6.3 Proceeds of Insurance.

(a) For so long as any Loan on the Project is outstanding and subject to the rights of the HUD
Secretary with respect to any financing HUD provides to the Lessee and the Project: All fire and standard
risk or extended coverage (casualty) insurance proceeds shall be applied to the payment of the costs of
repairing or rebuilding that part of the Project damaged or destroyed if: (i) the Lessee agrees in writing
within ninety (90) days after payment of the proceeds of insurance that such repair or rebuilding is
economically feasible, and (ii) to the extent required, each Lender with an outstanding Loan permits such
repair or rebuilding, provided that the extent of Lessee’s obligation to restore the Project shall be limited
to the amount of the insurance proceeds. If the Project is not repaired or rebuilt, all such proceeds shall be
applied in a manner consistent with the terms of the Loans.

(b) In the event that no Loan is outstanding, all insurance proceeds received under the
policies set forth in this Article V shall be paid to the Lessee, provided that the Lessee shall apply such
proceeds, to the extent possible, for reconstruction or repair in a manner consistent with the provisions of
Section 6.2.

ARTICLE 7. CONDEMNATION, DAMAGE OR DESTRUCTION OF THE PROJECT

7.1 Condemnation.If the Project or the Land or any part thereof shall be taken or
condemned, for any public or quasi-public purpose or use by any competent entity in appropriate
proceedings, or by any right of eminent domain, subject to the rights of the HUD Secretary with respect
to any financing HUD provides to the Lessee and the Project, the Lessor and the Lessee shall request that
awards and other payments on account of a taking of the Project and the Land (less costs, fees and
expenses incurred by the Lessor and the Lessee in connection with the collection thereof) shall be divided
by the presiding court between loss of value of the fee interest in the Land and loss of value of the
Project. In any case, such awards and payments shall be applied as follows:
(a) Net awards and payments received on account of a partial taking of the Project, other
than a taking for a temporary use not exceeding one (1) year shall be allocated and paid in the following
order of priority:

(1) If the Lessee reasonably believes restoration is economically feasible, and

unless the Lessee is then in default and the opportunity to cure has expired under the Loan Documents,
first, to pay the cost of restoration of the Project, provided that the extent of the Lessee’s obligations to
restore the Project shall be limited to the amount of the net award and payment received on account of the
taking.

(2) Second, or first if: (i) the Lessee does not reasonably believe that restoration is
economically feasible, or (ii) the Lessee is in default and the opportunity to cure has expired under the
Loan Documents, to any Lenders (in the order of their respective lien priority, if there is more than one
Lender) in an amount equal to the decrease (if any) in the value of the security for their respective Loans
as a result of the partial taking (calculated as set forth below in this subsection, less amounts payable to or
recovered by the Lender pursuant to such taking, but not to exceed the unpaid balance of their Loans. For
purposes of this subsection, the amount of decrease in the value of the security for a Loan shall be the
amount, if any, necessary to reduce the outstanding principal of said Loan such that the Loan to Value
Ratio (as defined below) of said Loan immediately following the taking is equal to the Loan to Value
Ratio of said Loan immediately preceding the taking. Loan to Value Ratio shall mean that fraction the
numerator of which is the sum of the principal amount of the Loan plus the principal amounts of all Loans
higher in lien priority to the Loan and the denominator of which is the appraised value of the Project
immediately following the taking or immediately preceding the taking, as applicable. The values of the
Project immediately preceding the taking and immediately following the taking shall be determined by an
MAI or SRI appraiser selected by the Lessee.

(3) The balance, if any, shall be divided between the Lessor and the Lessee in the
manner specified in subparagraph (e) below; provided, however, if the taking has no effect on the value of
the Lessor’s fee interest in the Land or reversionary interest in the Improvements, the balance shall be
paid exclusively to the Lessee.

(b) Net awards and payments received on account of a partial or total taking of only the
Lessor’s fee interest in the Land or the reversionary interest in the Improvements (that is, a taking of
Lessor’s fee interest in the Land or the Lessor’s reversionary interest in the Improvements that has no
effect on the value of the Lessee’s leasehold interest in the Land or the Lessee’s fee interest in the
Improvements), including severance damages, shall be paid to the Lessor, which amount shall be free and
clear of any claims of the Lessee, or any other persons claiming rights to the Land through or under the
Lessee, other than Lenders to which the Lessor has subordinated its interest in the Land.

(c) Net awards and payments received on account of a taking for temporary use not
exceeding one (1) year and relating to a period during the Lease Term shall be paid to the Lessee;
provided, however, that if such taking for temporary use has resulted in any damage to or destruction of
the Project, such net awards and payments shall be first applied to pay the cost of restoration thereof if the
Lessee determines that restoration is feasible. Net awards and payments
received on account of a taking for temporary use not exceeding one (1) year and relating to a period
beyond the Lease Term shall be paid to the Lessor.

(d) Net awards and payments received on account of a total taking of the Project shall be
allocated and paid in the following order of priority:

(1) First, to any Lenders with then-outstanding Loans secured by the Project (in the
order of their respective lien priority, if there is more than one Lender), an amount equal to the unpaid
balance secured by their respective Loans to the extent there are sufficient funds to make such payments;

(2) The balance, if any, shall be divided between the Lessor and the Lessee in the
manner specified in subparagraph (e) below; provided, however, if the taking has no effect on the value of
the Lessor’s fee interest in the Land or reversionary interest in the Improvements, the balance shall be
paid exclusively to the Lessee.

(e) The Lessee shall receive reimbursement for any funds it has reasonably expended for
repair and/or reconstruction of the Project (other than funds received from Lenders). The Lessor shall
receive that portion of the balance equal to the balance multiplied by a fraction the numerator of which is
the number of years elapsed from the date of the Lease to the date of the taking, and the denominator of
which is ( ). The Lessee shall receive the balance after deduction of the Lessor’s portion.

(f) The Lessee shall receive any award granted for or allocated to trade fixtures, moving
expenses or loss of business.
 (g) If the Project is taken or condemned during the last five (5) years of the Lease Term
under circumstances described in subparagraph (a) above, the Lessee may elect to terminate the Lease
and proceeds of any payment or award shall be distributed in accordance with the provisions of
subparagraphs (d) and (e) above.

7.2 Administration of Construction Fund in the Event of Condemnation, or Damage or

Destruction of Project. In the event that the Loans have been paid in full, and
if the Project or any part of it is to be repaired or reconstructed, after damage or destruction of the Project
or its condemnation, all proceeds collected under any and all policies of insurance referred to in Article V
above covering such damage or destruction, or all compensation received for such taking by the exercise
of the power of eminent domain, shall be paid into a special fund to be created and held by the Lessee and
to be designated as the Construction Fund, during such repairing or reconstructing. Any surplus of such
insurance or condemnation proceeds remaining after the completion of all payments for such repairing or
reconstructing shall be held or applied by the Lessee in a manner consistent with the applicable provision
of Article V or this Article.

7.3 Lessee, Lessor, Lenders to be Made Parties in Legal Proceedings.

(a) In the event proceedings shall be instituted: (i) for the exercise of the power of eminent
domain, or (ii) as a result of any damage to or destruction of the Project, the Lessee, the Lessor, and any
Lender with a then-outstanding Loan shall be made parties to those
proceedings, and if not made parties by the petitioning party, shall be brought into the proceedings by
appropriate proceedings of other parties so that adjudication may be made of the damages, if any, to be
paid to the Lessee, the Lessor and the Lenders as compensation for loss of their rights in the
Improvements or the Land, or for damage to or destruction of the Project.
Should the Lessor or the Lessee receive notice of institution of any proceedings subject to Section 6.1, the
Party receiving such notice shall notify the other in accordance with Section 10.2 of this Lease, not later
than thirty (30) days after receiving such notice.

(b) The Lessor and the Lessee shall cooperate and consult with each other in all matters
pertaining to the settlement, compromise, arbitration, or adjustment of any and all claims and demands for
damages on account of damage to or destruction of the Project, or for damages on account of the taking or
condemnation of the Improvements or the Land.

(c) Lessee covenants and agrees for itself, and its successors and assigns to or of the Site,
or any part thereof, that:

7.4 Use of Site and RentsDuring the term of this Ground Lease, Lessee and such successors
and assigns shall comply with the following requirements:

(a) Permitted Uses.

Lessee shall devote the Site to, exclusively and in accordance with, the uses specified in
this Ground Lease.

(b) Non-Discrimination.The Lessee or its designee shall not, in the selection or approval of
Tenants or provision of services or in any other matter, discriminate against any person or group of
persons on the grounds of race, color, creed, religion, sex, sexual orientation, marital status, national
origin or ancestry. In addition, Lessee covenants by and for the Lessee and the Lessee’s successors,
assigns and all persons claiming under or through the Lessee that this Lease is made subject to the
condition that there shall be no discrimination against or segregation of any person or group of persons on
account of race, color, religion, creed, sex, sexual orientation, marital status, national origin or ancestry in
the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Land nor shall the Lessee
or any person claiming under or through Lessee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
Tenants, lessees, sublessees, subtenants or vendees on the Land.
(c) Non Discriminatory Advertising.

All advertising (including signs) for sublease of the whole or any part of the Site shall
include the legend “Equal Housing Opportunity” in type or lettering of easily legible size and design.

(d) Access for Disabled Persons.

Comply with all applicable laws providing for access for persons with disabilities,
including but not limited to the American with Disabilities Act and Section 504 of the Rehabilitation Act
of 1973.
(e) Demolition of Improvements.

Upon the end of the Lease Term, if Lessor requests, and if there are sufficient Residual
Receipts as defined in the Note or other funds available in the Project , as determined by Lessor in its
reasonable discretion, Lessee shall demolish the Improvements leaving the Property free and clear of such
Improvements.

7.5 Lessor Deemed Beneficiary of Covenants.

In amplification of , and not in restriction of, the provisions of the preceding subsections, it
is intended and agreed that the Lessor shall be deemed beneficiary of the agreements and covenants
provided in this Article 8 for and in its own right and also for the purposes of protecting the interests of
the community and other parties, public or private, in whose favor or for whose benefit such agreements
and covenants have been provided. Such agreements and covenants shall be in full force and effect,
without regard to whether the Lessor has at any time been, remains, or is an owner of any land or interest
therein to, or in favor of, which such agreements and covenants relate. The Lessor shall have the right, in
the event of any breach of any such agreements or covenants, in each case, after notice and the expiration
of cure periods, to exercise all the rights and remedies and to maintain any actions at law or suits in equity
or other proper proceedings to enforce the curing of such breach of covenants, to which it or any other
beneficiaries of such agreements or covenants may be entitled.

ARTICLE 8. ASSURANCES OF LESSOR

8.1 Lessor to Give Peaceful Possession.The Lessor covenants that it owns in fee simple, and
that it has good and marketable title to the Land and that the Land is free of all easements, covenants,
conditions and restrictions. The Lessor has the full right and authority to make this Lease. The Lessor
covenants and warrants that the Lessee and its Tenants shall have, hold and enjoy, during the Lease Term,
peaceful, quiet and undisputed possession of the Land leased without hindrance or molestation by or from
anyone so long as no Event of Default exists and is continuing under this Lease.

8.2 Lessor to Lease Project with Marketable Title.The Lessor covenants and warrants that
there are no outstanding liens and encumbrances on the Land, other than created by the Lessee.

8.3 Release of Lessor.The Lessor may sell, assign, transfer or convey (but not encumber),
with the prior written consent of the Lenders, all or any part of Lessor’s interest in the Land, reversionary
interest in the Improvements or this Lease without obtaining Lessee’s consent, provided that the
purchaser, assignee, or transferee expressly assumes all of the obligations of the Lessor under this Lease
by a written instrument in a form reasonably satisfactory to the Lessee and recordable in the Official
Records of the County of Santa Clara. In the event of a sale, assignment, transfer or conveyance by
Lessor of the Land or its rights under this Lease, provided an assumption agreement is executed as
required above, the same shall operate to release the Lessor from any future liability upon any of the
covenants or conditions of this Lease, expressed or implied, in favor of Lessee, and in such event the
Lessee shall look
solely to the successor in interest of Lessor in and to the Land or this Lease. This Lease shall not be
affected by any such sale, and the Lessee agrees to attorn to any such purchaser or assignee.
///

///

ARTICLE 9. DEFAULTS AND REMEDIES

9.1 Events of Default; Notices.

(a) Any one or more of the following events shall constitute an “Event of
Default:”

(1) Failure to pay rent, as required pursuant to Section 2.3 of

this Lease, or any other payment required under this Lease, and continuance of such failure for a period of
thirty (30) days after receipt by the Lessee of written notice specifying the nonpayment;

(2) Failure of the Lessee to observe and perform any material covenant, condition
or agreement hereunder on its part to be performed, and (i) continuance of such failure for a period of
ninety (90) days after receipt by the Lessee of written notice specifying the nature of such default, or (ii)
if by reason of the nature of such default the same cannot be remedied within said ninety (90) days, the
Lessee fails to proceed with reasonable diligence after receipt of said notice to cure the same; or

(3) A general assignment by the Lessee for the benefit of

creditors; or

(4) The filing of a voluntary petition by the Lessee, or the

filing of an involuntary petition by any of the Lessee’s creditors seeking the rehabilitation, liquidation or
reorganization of the Lessee under any law relating to bankruptcy, insolvency or other relief of debtors,
provided that in the case of an involuntary petition Lessee shall have ninety (90) days to cause such
petition to be withdrawn or dismissed; or

(5) The appointment of a receiver or other custodian to take possession of

substantially all of Lessee’s assets or of this leasehold which appointment is not withdrawn or dismissed
within ninety (90) days; or

(6) The Lessee becomes insolvent or declares it is unwilling to pay its debts as they
become due; or any court enters a decree or order directing the winding up or liquidation of Lessee or of
substantially all of its assets; or the Lessee takes any action toward the dissolution or winding up of its
affairs or the cessation or suspension of its use of the Project; or
(7) Attachment, execution or other judicial seizure of substantially all of the
Lessee’s assets or this leasehold, which is not dismissed, bonded, or stayed within ninety (90) days.

(8) Failure to complete construction of Phase I and Phase II, or failure to satisfy the other
requirements contained in the Disposition and Development Agreement (“DDA”) entered into by Lessee
and Lessor and dated of even date hereof.

(b) No breach by a party shall be deemed to have occurred under this Lease unless another
party first delivers to the non performing party a written request to perform or remedy (the “Notice of
Breach”), stating clearly the nature of the obligation which such non performing party has failed to
perform. If Lessee is afforded a cure period for such failure, the Notice of Breach shall state the
applicable cure period, if any, provided hereunder.

9.2 Remedy of Material Breach by Lessee.

At any time after the occurrence of an Event of Default hereunder, Lessor, subject in all
respects to the provisions of this Lease with respect to Lenders, may terminate this Lease by giving
Lessee written notice thereof , setting forth in such notice an effective date for termination which is not
less than thirty (30) days after the date of such notice, in which event this Lease and Lessee's estate
created hereby and all interest of Lessee and all parties claiming by, through or under Lessee shall
automatically terminate upon the effective date for termination as set forth in such notice, with the same
force and effect and to the same extent as if the effective date of such notice had been the date originally
fixed in Article 2 hereof for the expiration of the Term. In such event, Lessor, its agents or
representatives, shall have the right, without further demand or notice, to re enter and take possession of
the Land (including all buildings and other Improvements comprising any part thereof) at any time from
and after the effective termination date without being deemed guilty of any manner of trespass and
without prejudice to any remedies for arrears of rent or existing breaches of covenants; provided that
Lessor shall not be entitled to disturb possession of any Tenants or others in possession pursuant to
Tenant Leases with Lessee so long as such Tenants or others are not in default thereunder and attorn to
Lessor as their lessor. Upon the exercise of Lessor's remedies pursuant to this Section 9.2, Lessee shall
execute such releases, deeds and other instruments in recordable form as Lessor shall reasonably request
in order to accurately set forth of record the then current status of Lessee's estate and Lessee's rights
hereunder.

9.3 Deficiency JudgmentsLessor, for itself and for each and every succeeding owner of
Lessor's estate in the Land, agrees that it shall not be entitled to seek a personal judgment against Lessee
and that upon any Event of Default hereunder, the rights of Lessor to enforce the obligations of Lessee, its
successors or assigns, or to collect any judgment, shall be limited to the termination of this Lease and of
Lessee's estate and the enforcement of any other rights and remedies specifically granted to Lessor
hereunder.

9.4 Remedy of Material Breach by Lessor.If the Lessor defaults under the Lease, the Lessee
shall give the Lessor and the Lenders written notice requiring that the default is to be remedied by the
Lessor. If the default is not cured within the time set forth by the Lessee
(which shall be a reasonable time for curing the default and shall in any event be at least ninety
(90) days), the Lessee and Lenders may take any action as may be necessary to protect their respective
interests. Such action, in the event that the Lessor shall fail to perform any of its obligations under this
Lease and such failure shall continue after the expiration of the cure period specified in this section, shall
include the right of the Lessee and Lenders to cure such default and receive any expenditure with interest
thereon (at the reference rate then in effect at Wells Fargo Bank, N.A) from the Lessor within thirty (30)
days after sending to the Lessor a statement therefor.

ARTICLE 10. QUIET ENJOYMENT AND POSSESSIONLessor covenants and warrants that Lessee,
upon payment of all sums herein provided and upon performance and observance of all of its covenants
herein contained, shall peaceably and quietly have, hold, occupy, use and enjoy, and shall have the full,
exclusive and unrestricted use and enjoyment of, all of the Land during the Term, subject only to the
provisions of this Lease and all applicable Legal Requirements.

ARTICLE 11. ASSIGNMENTS AND TRANSFERS

11.1 Consent RequiredExcept as expressly provided herein, Lessee shall not, without the
prior written consent of Lessor which shall not be unreasonably withheld, conditioned or delayed, assign
this Lease or any interest therein (“Transfer”). A Transfer shall be deemed to include any attempt by
Lessee to make or permit any voluntary or involuntary, total or partial, sale, lease, assignment,
conveyance, mortgage, pledge, encumbrance, or other transfer of any or all of the Land, the
Improvements.

11.2 Limitations on Consent RequirementNotwithstanding the foregoing, the consent of

Lessor shall not be required for a transfer that is permitted or approved by all Lenders to the extent such
consent is required pursuant to such Lender’s Loan documents;

ARTICLE 12. MISCELLANEOUS

 12.1 Instrument Is Entire Agreement.This Lease and the attached Exhibits constitute the
entire agreement between the Parties with respect to the matters set forth in this Lease. This Lease shall
completely and fully supersede all other prior understandings or agreements, both written and oral,
between the Lessor and the Lessee relating to the lease of the Land by the Lessor to the Lessee.

12.2 Notices.All notices, requests, demands, or other communications required or permitted

to be given hereunder shall be in writing and shall be addressed and delivered by hand or by certified
mail, return receipt requested, or by Federal Express, or by hand delivery by a recognized, reputable
courier, to each party at the addresses set forth below. Any such notice, request, demand or other
communication shall be considered given or delivered, as the case may be, on the date of receipt.
Rejection or other refusal to accept or inability to deliver because of changed address of which proper
notice was not given shall be deemed to be receipt of the notice, request, demand or other
communication. By giving prior written notice thereof, any Party, from time to time, may change its
address for notices hereunder. Legal counsel for the
respective Parties may send to the other Party any notices, requests, demands or other communications
required or permitted to be given hereunder by such Party:

If to the Lessor: City of San Jose

200 East Santa Clara Street, 12th Floor San Jose, CA 95113
Attn:

2645 Grand Street

Hayward, CA 94541 Attn: President

With a copy to: Attn:

12.3 Recording.Memorandum of Lease shall be recorded in the Office of the Recorder in

Santa Clara County.

12.4 Non-Waiver of Breach.Neither the failure of the Lessor or the Lessee to insist upon
strict performance of any of the covenants and agreements of this Lease nor the failure by the Lessor or
the Lessee to exercise any rights or remedies granted to such Party under the terms of this Lease shall be
deemed a waiver or relinquishment (i) of any covenant contained in this Lease or of any of the rights or
remedies of the Lessee or the Lessor under this Lease, or
(ii) or the right in the future of the Lessor or the Lessee to insist upon and to enforce by any appropriate
legal remedy a strict compliance with all of the covenants and conditions of this Lease.

12.5 Effective Date; Counterparts.This Lease shall become effective on the Effective Date
and shall continue for the period as set forth in Article 2. This Lease may be executed in counterparts,
each of which shall be an original and all of which shall constitute the same instrument.

12.6 Lease Binding on Successors.This Lease and all of its provisions and attached Exhibits
shall inure to the benefit of, and shall be binding upon, the Lessor, the Lessee, and their respective
permitted successors and permitted assigns and, as provided in this Lease, Lenders of the Lessee.

12.7 Relationship of Parties.Nothing contained in this Lease shall be deemed or construed

by the Parties or by any third party to create the relationship of principal or agent or of partnership, joint
venture or association or of buyer and seller between the Lessor and the Lessee, it being expressly
understood and agreed that neither the computation of any payments and other charges under the terms of
this Lease nor any other provisions contained in this Lease, nor any act or acts of the Parties, shall be
deemed to create any relationship between the Lessor and the Lessee other than the relationship of
landlord and tenant.
12.8 No Merger.There shall be no merger of this Lease or any interest in this Lease nor of
the leasehold estate created by this Lease, with the fee estate in the Land, by reason of the fact that this
Lease or such interest in the Lease, or such leasehold estate may be directly or indirectly held by or for
the account of any person who shall hold the fee estate in the Land, or any interest in such fee estate, nor
 shall there be such a merger by reason of the fact that all or any part of the leasehold estate created by this
Lease may be conveyed or mortgaged in a leasehold mortgage to a leasehold mortgagee who shall hold
the fee estate in the Land or any interest of the Lessor under this lease.

12.9 Gender and Number.Words of any gender used in this Lease shall be held to include
any other gender, and any words in the singular number shall be held to include the plural (and vice
versa), when the sense requires.

12.10 Titles.The titles and article or paragraph headings are inserted only for convenience,
and are in no way to be construed as a part of this Lease or as a limitation on the scope of the particular
provisions to which they refer.

12.11 Severability.If any provision of this Lease or the application of any provision to any
person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Lease, or
the application of such provision to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected, and each provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.

12.12 Applicable Law.This Lease shall be governed by and construed in accordance with
the laws of the State of California.

12.13 Amendments

This Lease may not be amended or modified without the prior written consent of Lessor,
Lessee, or Lender.

12.14 No Mortgage Encumbrance by Lessor.

Lessor shall not mortgage its fee estate unless there exists an express subordination of any
fee mortgage to Lessee’s interest in the Lease. Lessee shall not subordinate its leasehold interest and any
interests in subleases and subrents to a subsequent mortgage of the fee estate granted by Lessor.

12.15 Assignment by Lessee.

Lessee and its successors and assigns may assign its leasehold interest in the Property as created
by this Lease , subject to Lessor’s prior written consent, which consent shall not be unreasonably
withheld.

12.16 Intentionally Omitted.

12.17 Intentionally Omitted.

12.18 Sublets.

Lessee shall have the right to sublet the Dwelling Units in the Project, subject to the requirements
of the 75-Year Affordability Leasehold Restrictions dated of even date hereof.

IN WITNESS WHEREOF, the Parties have executed this Lease effective as of the Effective
Date .

Approved as to Form

By: Mark DeCastro, Sr. Deputy City Attorney

LESSOR:

CITY OF SAN JOSE, a municipal corporation By:

Leslye Corsiglia Its: Director of Housing
LESSEE:

EDEN HOUSING, INC., a California nonprofit public benefit corporation

By: _ Its:

T-8908.003/723911_4 26

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

ALL THAT CERTAIN PROPERTY SITUATED IN THE CITY OF SAN JOSE, COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, BEING A PORTION OF THE PARCEL DESCRIBED IN THE GRANT DEED RECORDED ON MAY 17,
1945 IN BOOK 1264, AT PAGES 64-65, OFFICIAL RECORDS OF SANTA CLARA COUNTY, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE MONUMENT LINES OF MAYLAND AVENUE AND FORD ROAD
AS SAID AVENUE AND ROAD ARE SHOWN ON THE MAP OF TRACT NO. 6240 RECORDED ON MAY 11. 1978 IN
BOOK 418 OF MAPS, AT PAGES 5-6, RECORDS OF SANTA CLARA COUNTY; THENCE ALONG SAID
CENTERLINE OF MAYLAND AVENUE N 60°42’37” W 41.28 FEET TO THE SOUTHEASTERLY BOUNDARY OF
SAID TRACT NO. 6240; THENCE ALONG SAID SOUTHEASTERLY BOUNDARY S 36°08’44” W 96.12 FEET TO AN
ANGLE POINT ON SAID TRACT BOUNDARY AND THE POINT OF BEGINNING; THENCE ALONG A LINE
PARALLEL WITH AND 40.00 FEET DISTANT, MEASURED AT A RIGHT ANGLE, FROM THE MONUMENT LINE
OF FORD ROAD AS SHOWN ON THE PARCEL MAP RECORDED ON MARCH 20, 1989 IN BOOK 597 OF MAPS, AT
PAGES 8-9, RECORDS OF SANTA CLARA COUNTY, S 36°42’00” W 502.24 FEET TO THE GENERAL
NORTHEASTERLY LINE OF THE PARCEL CONVEYED TO PACIFIC REAL ESTATE INVESTMENT TRUST BY
THE STATE OF CALIFORNIA DIRECTOR’S DEED RECORDED ON MARCH 22, 1989 AS DOCUMENT NO.
10047036, OFFICIAL RECORDS OF SANTA CLARA COUNTY; THENCE ALONG SAID GENERAL
NORTHEASTERLY LINE, N 52°27’39” W
215.46 FEET; THENCE ALONG A TANGENT CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A
RADIUS OF 40.00 FEET AND A CENTRAL ANGLE OF 63°05’16”, FOR AN ARC LENGTH OF 44.04 FEET; THENCE
N 10°37’37” E 95.67 FEET TO AN ANGLE POINT; THENCE N 29°26’17” W 295.01 FEET; THENCE ALONG A
TANGENT CURVE TO THE RIGHT, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 30.00 FEET AND A
CENTRAL ANGLE OF 90°00’00”, FOR AN ARC LENGTH OF 47.12 FEET; THENCE N 60°33’43” E 113.00 FEET TO
THE GENREAL NORTHEASTERLY LINE OF SAID PARCEL (1264 O.R. 64-65) AND THE SOUTHWESTERLY
BOUNDARY OF SAID TRACT NO. 6240; THENCE ALONG SAID TRACT BOUNDARY, S 29°26’17” E 310.01 FEET;
THENCE CONTINUING ALONG SAID TRACT BOUNDARY ALONG A TANGENT CURVE, TO THE LEFT,
CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 50.00 FEET AND A ANGLE OF 70°15’04”, FOR AN ARC
LENGTH OF 61.31 FEET; THENCE CONTINUING ALONG SAID TRACT BOUNDARY N 80°18’39” E 205.97 FEET;
THENCE CONTINUING ALONG SAID TRACT BOUNDARY ALONG A TANGENT CURVE TO THE LEFT,
CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 FEET AND A CENTRAL ANGLE OF 30°46’22”, FOR
AN ARC LENGTH OF 107.42 FEET TO THE POINT OF BEGINNING.

APN: 678-53-004

T-8908.003/723911_4 Exhibit A

EXHIBIT B

RECORDING REQUESTED BY:

City of San Jose Financing Authority

WHEN RECORDED MAIL TO:

Ford Road Supportive Housing, Inc.
 CA 95 Attn:

No fee for recording pursuant to Government Code Section 27383

(SPACE ABOVE THIS LINE FOR RECORDER'S USE)

Documentary Transfer Tax
City
County
Declarant

MEMORANDUM OF GROUND LEASE

THIS MEMORANDUM OF GROUND LEASE (the "Memorandum") is made as of March 2011,

by and among the City of San Jose, a municipal corporation ("Lessor") and Ford Road Supportive
Housing, Inc., a California nonprofit public benefit corporation ("Lessee") with respect to that certain
unrecorded Ground Lease dated as of March , 2011 (the "Lease"), between Lessor and Lessee.

Pursuant to the Lease, Lessor hereby leases to Lessee and Lessee leases from Lessor that certain
real property, more particularly described in EXHIBIT A, attached hereto and incorporated herein, (the
"Property") and Lessor grants to Lessee, all the improvements constructed or to be constructed on the
Property for the term of the Lease which improvements are and shall remain real property. The Lease
commenced on , and shall continue from such date until the expiration of seventy-five (75) years, or
sooner termination pursuant to the terms of the Lease.

This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though
fully set forth herein. This Memorandum is solely for recording purposes and shall not be construed to
alter, modify, amend or supplement the Lease, of which this is a memorandum.

Mail Tax Statements to: Eden Housing, Inc.

22645 Grand Street
Hayward, CA 94541 Attn:
IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed as of
the date first above written.

LESSOR:

CITY OF SAN JOSE, a municipal corporation

Approved as to Form

By: Mark DeCastro, Sr. Deputy City Attorney

By:
: Leslye Corsiglia Director of Housing

LESSEE:

EDEN HOUSING, INC., a California nonprofit public benefit corporation

By:

Its:

[SIGNATURES MUST BE NOTARIZED]

HUD-REQUIRED PROVISIONS RIDER
 This HUD-Required Provisions Rider (the “Rider”) is dated as of March 29, 2011, and is attached
to and made a part of that certain (a) (the “ [Grant/Loan] Agreement”), between , a California nonprofit
public benefit corporation, its successors and assigns (the “Borrower”), and the , a political subdivision of
the State of California (the
“ ”); (b) (the “ Note”); (c)
(the “ Restrictive Covenants”) between Borrower and ; and (d) Deed of Trust [Assignment of Rents and
Fixture Filing] by Borrower to _ (the “ Deed of Trust”), all dated , 200 (collectively, the “ Documents”),
relating to the property commonly known as (the “Development”). In the event of any conflict,
inconsistency or ambiguity between the provisions of this Rider and the provisions of the Documents, the
provisions of this Rider shall control. All capitalized terms used herein and not otherwise defined herein
shall have the meaning given to such terms the Documents. As used in this Rider, the term “HUD
Documents” shall mean the following documents relating to the HUD Section 202/811 Capital Advance
for the Development (HUD Project No. -NP).

A. Deed of Trust With Assignment of Rents on the Property from Borrower to HUD and recorded against the
Property (the “HUD Deed of Trust”);

B. Capital Advance Program Regulatory Agreement between Borrower and HUD and recorded against the
Property (the “HUD Regulatory Agreement”);

C. Capital Advance Program Use Agreement between Borrower and HUD and recorded against the Property (the
“HUD Use Agreement”);

D. Security Agreement between Borrower and HUD (the “HUD Security Agreement”);

E. UCC Financing Statement between Borrower, as Debtor, and HUD, as Secured Party, and filed with the
California Secretary of State (the “UCC Financing Statement”);

F. HUD Project Rental Assistance Contract (the “PRAC”); and

G. Other HUD Capital Advance documents.

1. Term of Rider. Notwithstanding anything else in this Rider to the contrary, the provisions of this Rider shall be
and remain in effect only so long as the HUD
Documents, or any of them, are in effect; thereafter, this Rider and its requirements shall be deemed no
longer in effect.

2. Subordination. The covenants contained in the Documents shall be subordinate to the rights of HUD under
the HUD Documents, and to the HUD rules and regulations pertaining thereto. In addition, so long as the
HUD Documents are in effect, in the event that there are any conflicts between the terms and conditions
in the Documents and the terms and conditions of the HUD Documents and HUD rules and regulations
pertaining thereto, the HUD documents and HUD rules and regulations shall prevail. No default may be
declared under the Documents without HUD prior written consent.

3. HUD Rules. During the time period in which Section 202 or the PRAC regulations apply to the
development, rents approved by HUD pursuant to the Section 202 program and the PRAC shall be
deemed to be in compliance with the Restrictive Covenants, and compliance by the Developer with the
Section 202 Regulations and the PRAC with respect to continued occupancy by households whose
incomes exceed the eligible income limitations of Article of the Restrictive Covenants, or other matters
set forth in Article of the Restrictive Covenants, shall be deemed to be compliance with the requirements
of the _ Documents. Nothing in the Documents shall in any way limit, interfere or conflict with the rights
of HUD with respect to development, operation and management of the Development; nor can the
Documents in any way jeopardize the continued operation of the project in terms at lease as favorable to
existing as well as future terms.

4. [Grant/ Loan] Disbursement. Upon continued satisfaction of the conditions precedent to [grant/loan]
 disbursement set forth in the [Grant/ Loan] Agreement, the shall disburse the [Grant/Loan] proceeds to
Borrower from time to time following approval by the and HUD of Borrower’s requisitions in accordance
with the HUD Documents. HUD approval of a requisition shall be deemed
approval, provided that the requisition conforms to the use of funds shown in the Financing Plan
approved by the and is an eligible use of funds under applicable _ regulations. The agrees that the uses of
funds shown in the Financing Plan are eligible uses. Requisitions not requiring HUD approval shall be
submitted only to the for approval and disbursement pursuant to the [Grant/ Loan] Agreement.
Notwithstanding the foregoing, if any [Grant/Loan] proceeds are to be used toward Borrower’s
satisfaction of HUD’s “front money escrow” requirements, then such [Grant/ Loan] proceeds shall be
disbursed in accordance with HUD’s Section 202 Program and HUD’s Firm Commitment dated , 200,
issued to Borrower, in connection with the Development.

5. Residual Receipts. Any whole or partial repayment of the principal and any other payments as set forth in
the Documents shall be made only from Residual Receipts (as defined in the HUD Documents), and then
only after obtaining the prior written approval of HUD, or from the Borrower’s own funds.

6. Indemnification. Enforcement by the _ of any indemnification provisions in the Documents will not and
shall not result in any monetary claim against the Development, the HUD Capital Advance proceeds, any
reserve or deposit required by HUD in connection with the HUD Capital Advance, or the rents or other
income from the Development other than residual receipts authorized for release by HUD, without the
prior written consent of HUD, but shall have the right to add any amounts due the
pursuant to indemnification provisions in the Documents to the principal amount of the [Grant/Loan] and
the Note and interest shall accrue thereon commencing on the date indemnification payments are due.

7. Transfer. Approval by HUD of a Transfer of Physical Assets (as defined in Handbook 4350.1 Rev-1)
(“TPA”) shall constitute approval of the transfer by the and the Borrower shall deliver to the , at the same
time as its delivery to HUD, any application for HUD’s approval of a proposed transfer. Also, the
Borrower shall require the transferee to expressly assume the Borrower’s obligations under the
Documents; provided, however, HUD shall not be required to enforce the requirements of this sentence
and if Borrower and any transferee fail to include such assumption in transfer documents, such failure
shall not affect the validity of the transfer. The
shall have the right to specifically enforce the requirement that any transferee assume the Borrower’s
obligations under the Documents. In the absence of such written assumption, no transfer shall be deemed
to relieve the transferor from any obligations under the Documents.

8. Default under Documents. The shall not declare a default under the Documents unless it has received the
prior written approval of HUD, and the ’s right to accelerate the Note during the term of the HUD
Documents shall be enforceable only with the prior written approval of HUD.

9. Receiver. The , for itself, its successors and assigns, further covenants and agrees that in the event of the
appointment of a receiver in any action by the , its successors or assigns, to foreclose the Deed of Trust,
no rents, revenue or other income of the Development collected by the receiver or by the mortgagee-in-
possession shall be utilized for the payment of interest, principal, or any other charges due and payable
under the Deed of Trust, except from Residual Receipts, if any, as the term is defined in the HUD
Regulatory Agreement. The appointment of a receiver shall require approval by the Secretary of HUD,
and pursuant to HUD regulations, as long as the is the beneficiary under the Deed of Trust, the cannot be
mortgagee-in-possession. In the event of the appointment, by any court, of any person, other than HUD or
the , as a receiver or a mortgagee or party in possession, or in the event of any enforcement of any
assignment of leases, rents, issues, profits, or contracts contained in the Documents, with or without court
action, no rents, revenue or other income of the Development collected by the receiver, person in
possession or person pursuing enforcement as aforesaid, shall be utilized for the payment of interest,
principal or any other amount due and payable under the provisions of the
Documents, except from Residual Receipts in accordance with the HUD
Regulatory Agreement. The receiver, person in possession or person pursuing enforcement shall operate
the Development in accordance with all provisions of the HUD Documents.
10. Deed-in-Lieu of Foreclosure. In the event that HUD acquires title to the Property by deed-in-lieu of
foreclosure, the lien of the Deed of Trust will automatically terminate subject to the conditions as
hereinafter described. Beneficiary may cure a default under the HUD Deed of Trust prior to conveyance
by deed-in-lieu of foreclosure. HUD shall give written notice to the Borrower of a proposed tender of title
in the event HUD decides to accept a deed-in-lieu of foreclosure. HUD will only give such written notice
if, at the time of the placing of the subordinate lien against the Property, HUD receives a copy of an
endorsement to the title policy of the Borrower or which indicates that (a) the Deed of Trust has been
recorded and (b) HUD is required to give notice of any proposed election or tender of a deed-in-lieu of
foreclosure. Such notice shall be given at the address stated in the Deed of Trust or such other address as
may subsequently, upon written notice to HUD, be designated by the as its legal business address. The
shall have thirty (30) days to cure the default after notice of intent to accept a deed-in-lieu of foreclosure
is mailed.

11. Borrower’s Notice to . Notwithstanding the requirements set forth in Paragraph 10 above, in the event
that Borrower contemplates executing a deed-in-lieu of
foreclosure, Borrower shall first give the thirty (30) days’ prior written notice;
provided, however, that the failure of the Borrower to give said notice shall have no effect on the right of
HUD to accept a deed-in-lieu of foreclosure.

12. Amendment. No amendment to the Documents made after the date of this Rider shall have any force or
affect until and unless such amendment is approved in writing by HUD.

IN WITNESS WHEREOF, the Borrower and the have each caused this Rider to be executed by its
duly authorized officer and to be made effective on and as of the effective date of the _ Documents.

, a political subdivision of the State of California

By: _

Its:

, a California nonprofit public benefit corporation

By: _

Its: