Ground Lease

2024.4.3 City of Chandler/Villas on McQueen 
 
GROUND LEASE  
(Villas on McQueen) 
This Ground Lease (this “Lease”) is entered into as of the _____ day of 
______________, 2024 (the “Effective Date”) by and between the City of Chandler, 
Arizona, a political subdivision of the State of Arizona, located at 175 South Arizona 
Avenue, Chandler, Arizona 85225 (hereinafter “Landlord”), and Villas on McQueen, LLC, 
an Arizona limited liability company, located at 200 North Main Street, Oregon, 
Wisconsin, 53575 (hereinafter “Tenant”).   
Unless otherwise defined herein, capitalized terms used in this Lease shall have the 
meanings ascribed to them parenthetically or in Section 2.1 of this Lease. 
RECITALS: 
This Lease is entered into in conjunction with Landlord’s goal of establishing and 
preserving the City of Chandler’s public and affordable housing. Specifically, the 
Resolution No. 5604 approved by the Chandler City Council on July 14, 2022 (the 
“Resolution”) to allow Landlord to take the necessary steps to enter into a U.S. Department 
of Housing and Urban Development's (“HUD”) Rental Assistance Demonstration program 
(“RAD Program”) for property known as Villas on McQueen, located in Chandler, 
Arizona. This Lease is made in accordance with the Resolution. 
The development of the property contemplated by the Resolution and this Lease is 
in the vital and best interest of establishing and preserving the Landlord’s affordable 
housing.   
ARTICLE 1 — LEASE OF THE SITE 
§ 1.1. Premises. Landlord hereby leases to Tenant and Tenant hereby leases from 
Landlord, upon and in consideration of the terms and conditions contained herein, that 
certain parcel of land which is legally described on Exhibit A (the “Land”), together with 
all appurtenances, including a subsurface easement and right of support for such land and 
all improvements constructed thereon, and any and all other improvements presently 
existing thereon (collectively, the Land and the foregoing are the “Premises”).  This Lease, 
and the right of Tenant hereunder are subject to the following: 
A. 
covenants, restrictions, easements, agreements, and reservations of record 
as of the Effective Date (collectively, the “CC&Rs”); 
B. 
present and future building restrictions and regulations, zoning laws, 
ordinances, resolutions and regulations of the municipality in which the land lies and all 
present and future ordinances, laws, regulations and orders of all boards, bureaus, 
commissions, and bodies of any municipal, county, state, or federal authority, now or 
hereafter having jurisdiction; and

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C. 
except as expressly set forth in Article 30 with respect to certain 
environmental matters, the condition and state of repair of the Premises as the same may 
be on the Effective Date. 
§ 1.3. Term. The term of this Lease (the “Term”) shall commence on the 
Effective Date and, shall expire the day preceding the ninety-ninth (99th) anniversary of the 
Effective Date, unless this Lease is extended or sooner terminated in accordance with the 
terms of this Lease.   
ARTICLE 2 — DEFINITIONS 
§ 2.1. Definitions. For the purposes of this Lease, the following words shall have 
the definition and meaning hereafter set forth.  
“Applicable Laws”: As defined in Section 9.1. 
“CC&Rs”: As defined in Section 1.2.A. 
“Certificate of Occupancy”: As defined in Section 9.2. 
“Depositary”: The Lienholder with the first deed of trust of record or, if there be 
none, a bank or trust company selected by Tenant having its principal office in Maricopa 
County with a net worth of not less than $20 million. 
“Enforced Delay”: As defined in Section 28.1. 
“Event of Default”: As defined in Section 18.1. 
“Federal Investor Member”: RBC Community Investments, LLC, an Illinois 
limited liability company, its successors and assigns. 
“Federal Investor Special Member”: RBC Community Investments Manager II, 
Inc., a Delaware corporation, its successors and assigns]. 
“Fee Estate”: As defined in Section 17.6. 
 “Impositions”: As defined in Section 4.1. 
“Improvements”: As defined in Section 8.2. 
“Institutional Lender”: Any savings bank, bank or trust company, savings and loan 
association, insurance company, mortgage banker, mortgage broker, finance company, 
college or university, governmental pension or retirement funds or systems, any pension 
retirement funds or systems of which any of the foregoing shall be trustee, any 
governmental entity or government sponsored entity, provided the same be organized

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under the laws of the United States or of any State thereof; or a Real Estate Investment 
Trust as defined in § 856 of the Internal Revenue Code of 1986 as amended. 
“Investor Members”: collectively the Federal Investor Member, the Federal 
Investor Special Member and the State Investor Member. 
“Land”: As defined in Section 1.1. 
“Landlord”: The City and any successor as fee owner of the Land. 
“Leasehold Estate”:  Tenant’s interest in this Lease, the leasehold estate in the 
Premises created hereby and Tenant’s interest in the Improvements. 
“Lender(s)”: As defined in Section 17.4. 
“Lienholders”:  As defined in Section 17.7. 
“Premises”: As defined in Section 1.1. 
“Project”: As defined in Section 10.1. 
“State Investor Member”: VOM Investor, LLC, a Delaware limited liability 
company. 
“Tenant”: The Tenant named herein and its successors and assigns. 
“Term”: as defined in Section 1.2. 
“Use Agreement”: As defined in Section 31.4. 
“Work”: As defined in Section 14.1. 
ARTICLE 3 — PAYMENT OF RENT 
§ 3.1. Rent.  Tenant shall pay base rent for the Premises (“Base Rent”) in an 
initial amount equal to $4,000.00 per year during the first year of the term, increasing at a 
rate of three percent per annum (3%).  In addition to Base Rent, Tenant shall also pay to 
Landlord Additional Payments (defined below) as and when due under this Lease, which 
shall be included in the definition of “Rent” under this Lease.   
§ 3.2. Net Lease. This Lease is a net lease and the Landlord shall not be required 
to make any expenditure in connection with the Premises and all costs, expenses and 
obligations of every kind relating to the Premises which may arise or come due during the 
term of this Lease shall be paid by Tenant.

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§ 3.3. Taxes.  As required under Arizona Revised Statutes §42-6206, the Tenant 
is hereby notified of its potential tax liability under the Government Property Lease Excise 
Tax provisions of Arizona Revised Statutes §42-6201, et seq.  Tenant shall pay any such 
tax due, if any, in accordance with law.  Landlord warrants and represents that it has 
complied with, and shall continue to comply with, all applicable requirements of Arizona 
Revised Statutes §42-6201, et seq. imposing obligations of “government lessor” and has 
fulfilled and/or will continue to fulfill all such obligations of a “government lessor” set 
forth therein.  On the Effective Date, and annually thereafter, if necessary, Landlord shall 
apply for and diligently seek to obtain and maintain a property tax exemption for the 
Project. 
ARTICLE 4 — ADDITIONAL PAYMENTS 
§ 4.1. “Additional Payments” Defined. Tenant shall pay as Additional 
Payments during the Term, without notice (except as specifically provided) and without 
abatement, deduction or setoff (except as provided in Section 4.3), before any fine, penalty, 
interest, or cost may be added thereto, or become due or be imposed by operation of law 
for the nonpayment thereof, all sums, impositions, costs, expenses and other payments and 
all taxes (including personal property taxes and taxes on rents, leases or occupancy, if any 
levied against Tenant), assessments, special assessments, enhanced municipal services 
district assessments, water and sewer rents, rates and charges, charges for public utilities, 
excises, levies, licenses, and permit fees, and other governmental or quasi-governmental 
charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any 
kind and nature whatsoever which, relating to the Term that may be assessed, levied, 
confirmed, imposed upon, or grow or become due and payable out of or with respect to, or 
become a lien on, the Premises or any part thereof, or any appurtenances thereto (all of 
which are sometimes herein referred to collectively as “Impositions” and individually as 
an “Imposition”) provided, however, that: 
A. 
if, by law, any Imposition may at the option of the Tenant be paid in 
installments (whether or not interest shall accrue on the unpaid balance of such Imposition), 
Tenant may exercise the option to pay the same (and any accrued interest on the unpaid 
balance of such Imposition) in installments and in such event, shall pay such installments 
as they become due during the Term before any fine, penalty, further interest or cost may 
be added thereto; and 
B. 
any Imposition (including Impositions which have been converted into 
installment payments by Tenant, as referred to in paragraph (A) of this Section 4.1) relating 
to a fiscal period of the taxing authority, a part of which period is included within the Term 
and a part of which is included in the period of time after the expiration of the Term shall 
(whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or 
become a lien upon the Premises, or shall become payable, during the Term) be adjusted 
between Landlord and Tenant as of the expiration of the Term, so that Tenant shall pay

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that portion of such Imposition attributable to the Term and Landlord shall pay the 
remainder thereof. 
§ 4.2. Payments. Tenant shall pay all Impositions directly to the taxing authority 
or authorities and simultaneously therewith provide Landlord written notice of the 
payment, unless such Impositions are payable to Landlord (i.e., they are payable to the City 
of Chandler or one of its departments in its capacity as the authority such Impositions are 
payable to). 
§ 4.3. Contest. Tenant, if it shall so desire, may contest the validity or amount of 
any Imposition, in which event, Tenant may defer the payment thereof during the pendency 
of such contest to the extent permitted by and in accordance with applicable laws relating 
to the same.  In such event, Tenant shall provide Landlord written notice of the protest and 
the outcome of same unless the Imposition in question is payable to Landlord (i.e., they are 
payable to the City of Chandler or one of its departments in its capacity as the authority 
such Imposition is payable to).  
§ 4.4. Assessment Reduction. Tenant may, if it shall so desire, endeavor at any 
time to obtain a lowering of an Imposition or any other tax or assessment upon the Premises 
for the purpose of reducing the amount thereof to the extent permitted by and in accordance 
with applicable law relating to the same.  Tenant shall be authorized to collect any refund 
payable as a result of any proceeding Tenant may institute for that purpose and any such 
refund shall be the property of Tenant to the extent to which it may be based on a payment 
made by Tenant.  In such event, Tenant shall provide Landlord written notice of the 
reduction, unless such reduction relates to a tax or assessment payable to Landlord (i.e., to 
the City of Chandler or one of its departments in its capacity as the authority such tax or 
assessment is payable to). 
ARTICLE 5 — INSURANCE  
§ 5.1. Tenant Obligation to Insure. Tenant shall procure and maintain for the 
duration of this Lease, at Tenant’s own cost and expense, insurance against claims for 
injuries to persons or damages to property which may arise from or in connection with this 
Lease by the Tenant, its agents, subtenants, employees, contractors, licensees or invitees in 
accordance with the insurance requirements set forth in Exhibit B.  
Landlord shall be named as an additional insured with respect to all Tenant 
insurance policies.  All insurance required to be carried by Tenant shall be with an 
insurance company authorized to do business in the State of Arizona.  If requested by 
Landlord, Tenant shall deliver to Landlord certificates of insurance evidencing the 
insurance required to be carried by Tenant under this Lease prior to commencement of the 
Term and upon renewals not less than thirty (30) days prior to the expiration of such 
coverage.

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§ 5.2. Failure to Maintain Insurance. If Tenant fails or refuses to provide a 
copy of the renewal insurance certificates, together with evidence of payment of premiums 
therefor, or otherwise fails or refuses to procure or maintain insurance as required by this 
Lease, Landlord shall have the right, at Landlord’s election, and without notice, to procure 
and maintain such insurance after providing Tenant with a written notice that it intends to 
do so and the passage of thirty (30) days’ time from the delivery of such notice, unless 
Tenant produces the required certificates within such time period. The premiums paid by 
Landlord shall be due and payable from Tenant to Landlord, as an Additional Payment as 
defined above, on the first day of the month following the date on which the premiums 
were paid. Landlord shall give prompt notice of the payment of such premiums, stating the 
amounts paid and the names of the insurer(s) and insured(s). The lapse or cancellation of 
any policy of insurance required herein, in whole or in part for the benefit of Landlord, 
shall be an event of default, curable at any time by Tenant obtaining a new or renewed 
policy is issued which specifically provides the required coverage, and Tenant providing 
evidence of the same to Landlord, which policy will include coverage for any liability 
arising during the lapsed or previously uncovered period. 
ARTICLE 6 — SURRENDER 
§ 6.1. Surrender--Removable Property. Upon the expiration of the Term or on 
the sooner termination thereof, Tenant shall peaceably and quietly leave, surrender, and 
yield up to the Landlord all of the Premises and Improvements, removing all of Tenant’s 
personal property from the same, and shall repair all damage to the Premises or 
Improvements caused by or resulting from the removal of any removable property of 
Tenant, if any, normal wear and tear excepted.  Tenant shall not be required to remove any 
portion of the Improvements constituting real property or fixtures except as expressly set 
forth herein.  
§ 6.2. Waste. Tenant shall not commit or suffer to be committed any material 
waste or impairment of the Premises (it being acknowledged that removal and demolition 
of any of the existing improvements on the Premises is expressly permitted). 
§ 6.3. Title to Improvements. Upon the termination or expiration of this Lease, 
title to the Improvements shall automatically vest in Landlord without the requirement of 
any deed, conveyance, or bill of sale thereon.  However, if Landlord or Tenant should 
reasonably require any such documents or instruments in confirmation thereof, Tenant and 
Landlord shall execute, acknowledge, and deliver the same.  
§ 6.4. Soil and Buildings Tests. If Landlord reasonably believes that Tenant has 
violated any of the covenants in Article 30 of this Lease regarding compliance with 
Environmental Laws (as defined herein), then  Landlord may require that Tenant, within 
the three (3) months immediately preceding the expiration of this Lease or within (2) two 
months of any earlier termination of the Lease, deliver to Landlord a soil and building 
conditions report prepared in compliance with then current ASTM standards by an

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independent qualified engineer, licensed by the State of Arizona, stating that the Premises 
are free of any Regulated Substances (as they are hereinafter defined) or identified by either 
the United States Environmental Protection Agency or similar State agency as such that 
are in violation of Environmental Laws, other than those that are in full compliance with 
Environmental Laws and are an ordinary part of the construction and operation of the 
Improvements (such Regulated Substances are “Permitted Regulated Substances”).  If any 
Regulated Substances are identified other than  Permitted Regulated Substances, Tenant is 
fully personally liable for removing such Regulated Substances (if required by 
Environmental Laws) and leaving the Premises in compliance with Environmental Laws, 
except to the extent Landlord is responsible for such matters pursuant to Article 30. 
§ 6.5. Failure to Correct Hazardous Conditions or Obtain Tests. Should 
Tenant fail to deliver to Landlord the report required by Section 6.4 (if any), Landlord may 
cause a report to be prepared to like effect and Tenant shall be liable to Landlord for one 
the actual costs of said report. Should the report provided by either Landlord or Tenant 
state that the Premises contains any present in Regulated Substances (other than Permitted 
Regulated Substances) , Tenant shall forthwith cause such condition to be fully corrected 
at Tenant’s expense, except to the extent such Regulated Substances constitute and Existing 
Environmental Condition (as defined in Article 30) or occurred as a result of any act or 
omission of Landlord, its employees, agents, businesses or contractors, or those for whom 
Landlord may be liable. Tenant shall be allowed access to the Premises following lease 
expiration or termination to the extent necessary to remove or otherwise correct any 
conditions required to be corrected under this Section 6.5, and shall conduct no gainful 
business activity whatsoever at said Premises. 
§ 6.6. Survival of Provisions. The provisions of this Article 6 shall survive the 
expiration or any termination of this Lease. 
ARTICLE 7 — LANDLORD’S PERFORMANCE FOR TENANT 
§ 7.1. Cures--Rights, Costs, and Damages. If Tenant shall fail to pay any 
Imposition or make any other payment required to be made under this Lease or shall default 
in the performance of any other covenant, agreement, term, provision, limitation, or 
condition herein contained, Landlord, without being under any obligation to do so and 
without thereby waiving such default, may make such payment and/or remedy such other 
default for the account and at the expense of Tenant, immediately and without notice. Bills 
for any expense required by Landlord in connection therewith, and bills for all such 
expenses and disbursements of every kind and nature whatsoever, including reasonable 
attorney’s or administrative fees, involved in collection or endeavoring to collect the 
Additional Payments or any part thereof, or enforcing or endeavoring to enforce any right 
against Tenant, under or in connection with this Lease, or pursuant to law, including 
(without being limited to) any such cost, expense, and disbursements involved in instituting 
and prosecuting summary proceedings, as well as bills for any property, material, labor, or 
services provided furnished, or rendered, or caused to be furnished or rendered, by

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Landlord to Tenant, with respect to the Premises and other equipment and construction 
work done for the account of the Tenant together with interest at the rate of five percent 
(5%) per annum compounded monthly from the respective dates of the Landlord’s making 
of each such payment or incurring of each such cost or expense, may be sent by Landlord 
to Tenant monthly, or immediately, at Landlord’s option, and shall be due and payable in 
accordance with the terms of said bills and if not paid when due the amount thereof shall 
immediately become due and payable as Additional Payments. 
ARTICLE 8 — USES AND MAINTENANCE 
§ 8.1. Absence of Warranties. Tenant has leased the Premises after a full and 
complete examination thereof, as well as the title thereto and knowledge of its present uses. 
Tenant accepts the same in the condition or state in which they now are without any 
representation or warranty, express or implied in fact or by law, by Landlord and without 
recourse to Landlord, as to the title thereto, the nature, condition, or usability thereof or the 
use or uses to which the Premises or any part thereof may be put, except as expressly 
provided in Section 31.1.  Landlord, in its capacity as landlord under this Lease, shall not 
be required to furnish any services or facilities or to make any repairs or alterations in or 
to the Premises or to provide any off-site improvements, such as utilities or paving, or other 
forms of access to the Premises, other than what may already exist on the Effective Date 
or may otherwise be expressly agreed to in writing by the Landlord, throughout the Term.  
Except as provided in Article 30 with respect to matter for which Landlord is responsible, 
Tenant hereby assumes the full and sole responsibility for the condition, construction, 
operation, repair, demolition, replacement, maintenance, and management of the Premises, 
including but not limited to the performance of all burdens running with the Land. 
§ 8.2. Permitted Use. Tenant shall have the right to construct a 157 unit 
apartment complex and related improvements (collectively, and together with such other 
improvements to the Land made from time to time by Tenant under this Lease, the 
“Improvements”) on the Premises and to use the Premises and the Improvements as an 
affordable housing project in accordance with Applicable Laws, the terms of this Lease 
and the CC&Rs for the duration of the Term.  Landlord and Tenant acknowledge and agree 
that Tenant shall pay for all costs of constructing the Improvements.   
At all times during the term of this Lease, (a) Tenant shall be deemed the sole owner 
of the Improvements and shall have the right to alter, add to, improve and modify the 
Improvements, (b) Tenant alone shall be entitled to all of the tax attributes of ownership 
including, without limitation, the right to claim depreciation or cost recovery deductions 
and the right to claim the low-income housing tax credit described in section 42 of the 
Internal Revenue Code of 1986, as amended, and (c) Tenant shall have the right to amortize 
capital costs to claim any other federal or state tax benefits attributable to the 
Improvements.

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Regardless of the uses which would otherwise be allowed pursuant to the zoning 
classification or other ordinances which may be applicable to the Premises at any time 
during the Term, the use of the Premises shall be subject to the restrictions set forth in the 
Use Agreement (defined in Section 31.4 hereof). 
The terms of this paragraph shall be referred to as the “Affordability Covenant.”  
Additionally, use of the Premises is hereby restricted to “Affordable Housing” (as 
hereinafter defined) and related uses and the Premises may not be used for any other 
purpose without the prior written consent of Landlord, which may be given or withheld at 
Landlord’s sole discretion.  For the purposes of this Lease, “Affordable Housing” shall 
mean a minimum of sixty-two (62) residential units for households whose annual incomes 
at initial occupancy do not exceed sixty percent (60%) and up to ninety-four (94) residential 
units for households whose annual incomes at initial occupancy do not exceed one hundred 
twenty percent (120%) of the area median income, as determined by the United States 
Department of Housing and Urban Development and as may be amended from time to 
time.  
City shall provide written notice of any alleged default under the Affordability 
Covenant to Tenant, each Investor Member and each Lienholder.  If such breach remains 
uncured for a period of sixty (60) calendar days after notice thereof by City, then, unless 
Tenant, Investor Member or Lienholder has commenced a cure and is diligently pursuing 
the same, in which case the cure period shall be extended for as long as is reasonably 
necessary to effect a cure, City may resort to any court having jurisdiction of the subject 
matter for specific performance of this Affordability Covenant or for an injunction against 
any violation of this Lease.   Notwithstanding anything to the contrary in this Lease, 
Landlord shall not be entitled to pursue a termination of the Lease as a remedy for any 
breach of the Affordability Covenant, and Landlord acknowledges and agrees that its sole 
remedy for a breach of the Affordability Covenant shall be to seek specific performance or 
an injunction against such violation. For the purpose of clarification, the restriction on 
Landlord’s remedies, hereunder do not apply to the Loans, as defined in those certain Loan 
Agreements between Landlord as “City” and Tenant as “Borrower”. 
§ 8.3. Maintenance, Repairs. Subject to Section 14.1, Article 15, and except as 
provided in Article 30 with respect to matter for which Landlord is responsible, the Tenant 
will, at its sole cost and expense maintain the Premises and the Improvements in 
accordance with all applicable laws, including, applicable HUD housing quality standards, 
so that each is in a safe, decent and habitable condition, and make repairs, restorations, and 
replacements to the Improvements, including without limitation the landscaping; heating, 
ventilating, air conditioning, mechanical, electrical, elevator, underground utilities, and 
plumbing systems; structural roof, walls, and foundations; and the fixtures and 
appurtenances as and when needed to preserve them in good working order and condition.  
All such repairs, restorations, and replacements will be in consistent with sound ownership 
and management practices for owners of projects similar to the Project. Tenant shall further 
maintain and keep Tenant’s sidewalks, curbs, and landscaping in any adjacent public ROW

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in good condition, ordinary wear and tear excepted, in accordance with City of Chandler 
standards for similar improvements and this Lease, whichever is more stringent. 
ARTICLE 9 — COMPLIANCE 
§ 9.1. Tenant Obligations. Tenant shall assume and perform any and all 
obligations under any covenants, easements and agreements affecting the title to the 
Premises and shall diligently comply, at its own expense during the Term, with all present 
and future laws, acts, rules, requirements, orders, directions, ordinances, and/or 
regulations, ordinary or extraordinary, foreseen or unforeseen, (collectively “Applicable 
Laws”), concerning the Premises or any part thereof, or the use thereof, or the streets 
adjacent thereto, of any federal, state, municipal, or other public department, bureau, 
officer, or authority, or other body having similar functions, or of any liability, fire, or other 
insurance company having policies outstanding with respect to the Premises, whether or 
not such laws, acts, rules, requirements, orders, directions, ordinances and/or regulations 
require the making of structural alterations or the use or application of portions of the 
Premises for compliance therewith or interfere with the use and enjoyment of the Premises; 
provided, however, that Tenant may, in good faith, contest the validity of any such law, 
act, rule, requirement, order, direction, ordinance and/or regulation and, pending the 
determination of such contest, may postpone compliance therewith, except that Tenant 
shall not so postpone compliance therewith, as to subject Landlord to the risk of any fine 
or penalty or prosecution for a crime or if compliance with any such law, act, rule, 
requirement, order, direction, ordinance and/or regulation has been reasonably deemed by 
Landlord to be immediately necessary to protect public health or safety. 
§ 9.2. Certificate of Occupancy.  Tenant shall obtain any certificate of 
occupancy or similar certificate or permit with respect to the Premises and Improvements 
which may at any time be required by any governmental agency having jurisdiction thereof, 
including any required by the City of Chandler, Arizona (such certificate or permit being a 
“Certificate of Occupancy”). 
§ 9.3. Construction of Improvements; Management and Operation of 
Improvements.  Tenant shall ensure that any Improvements are constructed in accordance 
with Applicable Laws and, following the issuance of a Certificate of Occupancy, shall 
ensure that the Premises are prudently managed and operated and kept in good repair, 
reasonable wear and tear excepted, as set forth in this Lease.  
ARTICLE 10 — CONSTRUCTION AND OPERATION 
OF IMPROVEMENTS 
§ 10.1. Project. Landlord and Tenant acknowledge that the initial Improvements 
to the Land are to be constructed as an affordable housing community consisting of 157 
units and related improvements on the Land (the “Project”). Tenant will obtain any 
required approvals of the final plans and specifications for the Project by any and all

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federal, state, municipal and other governmental authorities, offices and departments 
having jurisdiction in the matter and shall, upon request from Landlord, provide conformed 
copies of executed approvals (if any) to Landlord.  Tenant may make such alterations or 
modifications to the Premises and Improvements as are permitted by Applicable Laws and 
otherwise in compliance with the terms of this Lease.  
§ 10.2. Landlord Cooperation.  Landlord will cooperate with Tenant in obtaining 
any approvals required by this Lease for the Project and will grant easements necessary for 
the development of the Project to any utility company or other parties on terms that are 
reasonably acceptable to Landlord. 
ARTICLE 11 — IMPAIRMENT OF LANDLORD’S TITLE 
§ 11.1. No Liens. Subject to the right of contest and appeal provided in this Lease, 
Tenant shall not create, or suffer to be created or to remain, and shall discharge any 
mechanic’s, laborer’s, or materialman’s lien which might be or become a lien, 
encumbrance, or charge upon the Premises or any part thereof or the income therefrom and 
Tenant will not suffer any other matter or thing arising out of Tenant’s use and occupancy 
of the Premises whereby the Fee Estate or any part thereof might be materially impaired. 
The provisions of this Article 11 are not intended to limit any rights Tenant may 
have under Article 4 of this Lease or to prohibit the encumbrance of the Fee Estate by the 
Use Agreement (defined in Section 31.4 hereof), which is expressly permitted. 
§ 11.2. Discharge. If any mechanic’s, laborer’s, or materialman’s lien shall at any 
time be filed against the Premises or any part thereof, Tenant, within thirty (30) days after 
notice of the filing thereof, shall cause such lien to be discharged of record or bonded over 
to the satisfaction of Landlord, by payment, deposit, bond, order of court of competent 
jurisdiction or otherwise (or shall commence and diligently pursue such actions as will 
achieve such result). Tenant shall notify Landlord in writing of its action to either satisfy 
or contest the lien and, if contested, of the matter’s status on a monthly basis until 
concluded. 
§ 11.3. No Implied Consent. Nothing contained in this Lease shall be deemed or 
construed in any way as constituting Landlord’s express or implied authorization, consent 
or request to any contractor, subcontractor, laborer or materialman, architect, or consultant, 
for the construction or demolition of any improvement, the performance of any labor or 
services or the furnishing of any materials for any improvements, alterations to or repair of 
the Premises or any part thereof on behalf of Landlord. 
§ 11.4. No Agency Intended. In connection herewith, the parties agree that Tenant 
is not the agent of Landlord for the construction, alteration or repair of any improvement 
which may be constructed upon the Premises, the same to be accomplished at the sole 
expense of Tenant.

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ARTICLE 12 — INSPECTION 
§ 12.1. Inspection and Entry. Landlord may enter upon the Premises, or any part 
thereof, for the purpose of ascertaining its condition or whether Tenant is observing and 
performing the obligations assumed by it under this Lease, all without hindrance or 
molestation from Tenant, provided that such entry does not interfere with Tenant’s business 
operations or the operations of any assignee or subtenant and provided that Landlord shall 
give Tenant at least forty-eight (48) hours written notice prior to any inspection of any 
building interior. 
This notice provision shall not be construed to prohibit or delay any entry by 
Landlord in an emergency or in its capacity as a municipality exercising its police power 
or in its criminal law enforcement capacity, nor to any entry authorized by any writ or 
warrant issued by any Court, nor to any entry authorized by any health or welfare statute, 
code, ordinance, rule or regulation. 
ARTICLE 13 — INDEMNIFICATION 
§ 13.1. Indemnification of Landlord. 
A. 
Tenant shall indemnify and save Landlord and its elected and appointed 
officials, employees and agents (collectively, the “Indemnified Parties”), harmless from 
and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, 
costs, charges and expenses, including property damage, personal injury and wrongful 
death and further including, without limitation, architects’ and attorneys’ fees and 
disbursements, which may be imposed upon or incurred by or asserted against any 
Indemnified Party by reason of any of the following occurring during the Term unless 
caused by the active negligence of the Indemnified Party(ies) or a failure to act by the 
Indemnified Party(ies) when a duty to act is present or Landlord is responsible for such 
matters as provided in Article 30: 
A. 
construction of Improvements or any other work or thing done in, 
on or about the Premises or any part thereof by Tenant or its agents; 
B. 
any use, nonuse, possession, occupation, alteration, repair, 
condition, operation, maintenance or management of the Premises and Improvements or 
any nuisance made or suffered thereon or any failure by Tenant to keep the Premises or 
any part thereof, in a safe condition; 
C. 
any acts of the Tenant or any subtenant or any of its or their 
respective agents, contractors, servants, employees, licensees or invitees; 
D. 
any fire, accident, injury (including death) or damage to any person 
or property occurring in, on or about the Premises, Improvements or any part thereof;

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E. 
any failure on the part of Tenant to pay any amounts due hereunder 
or to perform or comply with any of the covenants, agreements, terms or conditions 
contained in this Lease on its part to be performed or complied with and the exercise by 
Landlord of any remedy provided in this Lease with respect thereto; 
F. 
any lien or claim which may be alleged to have arisen against or on 
the Premises or Improvements or any part thereof or any of the assets of, or funds 
appropriated to, Landlord or any liability which may be asserted against Landlord with 
respect thereto to the extent arising, in each case, out of the acts of Tenant, its contractors, 
or agents; 
G. 
any failure on the part of Tenant to keep, observe, comply with and 
perform any of the terms, covenants, agreements, provisions, conditions or limitations 
contained in the subleases or other contracts and agreements affecting the Premises or 
improvements or any part thereof, on Tenant’s part to be kept, observed or performed; 
H. 
any transaction relating to or arising out of the execution of this 
Lease or other contracts and agreements affecting the Premises or improvements, the 
Improvements or any part thereof or any activities performed by any party, person or entity 
which are required by the terms of this Lease or such other contracts and agreements; 
I. 
any tax, including any tax attributable to the execution, delivery or 
recording of this Lease, with respect to events occurring during the Term. 
The provisions hereof shall survive the expiration or earlier termination of this 
Lease. 
B. 
Tenant will hold all goods, materials, furniture, fixtures, equipment, 
machinery and other property whatsoever on the Premises at the sole risk of Tenant and 
save the Landlord and the other Indemnified Parties  harmless from any loss or damage 
thereto by any cause whatsoever other than the negligence or willful conduct of Landlord, 
or any Indemnified Party(ies) . 
C. 
The obligations of Tenant under this section shall not in any way be affected 
by the absence in any case of covering insurance or by the failure or refusal of any 
insurance carrier to perform any obligation on its part to be performed under insurance 
policies affecting the Premises. 
D. 
If any claim, action or proceeding is made or brought against Landlord or 
any other Indemnified Party(ies), by reason of any event to which reference is made in this 
section, then, upon demand by Landlord, Tenant, at its sole cost and expense, shall resist 
or defend such claim, action or proceeding in the name of Landlord and the Indemnified 
Party(ies), if necessary, by the attorneys for Tenant’s insurance carrier (if such claim, 
action or proceeding is covered by insurance), otherwise by such attorneys selected by

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Tenant as Landlord shall approve, which approval shall not be unreasonably withheld, 
conditioned or delayed. Notwithstanding the foregoing, Landlord may engage its own 
attorneys to defend it, and the other Indemnified Party(ies) or to assist in its defense at 
Landlord’s sole expense.  If, in Landlord’s reasonable discretion, Tenant fails to timely and 
diligently to undertake such defense, then Landlord may engage its own attorneys to defend 
it, and Tenant shall pay on demand the reasonable fees and disbursements of such 
attorneys. 
ARTICLE 14 — DAMAGE OR DESTRUCTION 
§ 14.1. Tenant Repair and Restoration. If, at any time during the Term, the 
Premises or any part thereof shall be damaged or destroyed by fire or other occurrence of 
any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant, at its sole 
cost and expense, but subject to the rights of any Lienholder, shall proceed with reasonable 
diligence to repair, alter, restore, replace, or rebuild the same (such work being 
“Restoration”), subject to delays beyond the control of Tenant (as applicable). Such 
Restoration, including temporary repairs for the protection of other property pending the 
completion of any thereof, are sometimes referred to in this Article as the “Work.”  
Anything herein to the contrary notwithstanding, Tenant shall undertake temporary repairs 
and work necessary to protect the public and to protect the Premises from further damage. 
So long as either Restoration or Work is being diligently pursued by the Tenant, Landlord 
shall have no right to terminate this Lease, notwithstanding anything to the contrary herein.  
However, should Restoration after a casualty (a) be deemed infeasible by Tenant or (b) the 
proceeds of insurance available to Tenant are not sufficient to rebuild the Improvements, 
then Tenant shall have the option, exercisable by written notice to Landlord within one 
hundred eighty (180) days after the date of such casualty, to terminate this Lease upon 
which, Landlord shall have the option to require that either (1) in the case of either (a) or 
(b) above, demand that Tenant demolish the destroyed or damaged portion of the 
Improvements at Tenant's expense and return the Premises and remaining Improvements  
to Landlord in useable condition in accordance with the terms of  this Lease or (2) demand 
that Tenant assign to Landlord, subject to the prior rights of any Lienholder(s), including, 
without limitation, the right of the first priority Lienholder to receive any insurance 
proceeds to which Tenant is entitled, its right to any insurance proceeds so that Landlord 
may demolish the destroyed or damaged portion of the Improvements for the payment of 
such costs (but only up to the reasonable amount of such costs).  Landlord shall not be 
otherwise entitled to any insurance proceeds relating to the Improvements. The parties 
acknowledge and agree that the terms and conditions of the loan documents of the senior 
most Lienholder shall control as it pertains to use of insurance proceeds and unless the 
senior most Lienholder has been fully repaid its debt with the proceeds of insurance.  
§ 14.2. Failure to Commence Repairs. If Tenant intends to restore the 
Improvements and if the Work shall not have been commenced within one (1) year after 
the date of the damage or destruction, or if such Work after commencement shall not 
proceed expeditiously or is not completed within twenty four (24) months after

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commencement of construction, Landlord may terminate this Lease pursuant to Article 18, 
but subject to all terms and conditions provided in this Lease requiring Lienholder consent 
to such termination, including, but not limited to, those in Section 17.7.  Tenant may make 
a request in writing to the landlord for additional time to commence or complete the Work, 
with the Landlord’s approval of the requested extension not to be unreasonably delayed, 
conditioned, or withheld. 
§ 14.3. Cure by Lender. If, within forty five (45) days from receipt by 
Lienholders of Landlord’s notice of any default of Tenant under Section 14.2, any 
Lienholder, either itself or through a receiver, begins a proceeding to take possession or 
control of the Premises and thereafter begins or continues the Work, and if, with respect to 
any default by Tenant under this Lease, the right of Landlord to terminate this Lease shall 
not have accrued, then the Depositary shall pay over to the Lienholder entitled to the same, 
as determined by Section 17.7.F of this Lease or pursuant to any separate agreement among 
Lienholders, or to the receiver, as the case may be, the proceeds of insurance pursuant to 
Section 14.2. 
§ 14.4. Lease Obligations Continue. In no event shall Tenant be entitled to any 
abatement, allowance, reduction, or suspension of its obligations hereunder because part 
or all of the Premises shall be untenantable owing to the partial or total destruction thereof. 
No such damage or destruction shall affect in any way the obligation of Tenant to pay the 
Additional Payments and other charges herein reserved or required to be paid, nor release 
Tenant of or from obligations imposed upon Tenant hereunder. 
ARTICLE 15 — CONDEMNATION 
§ 15.1. Takings. 
A. 
If all or any part of the Premises, the Improvements or any right appurtenant 
thereto is taken, or there is a change in grade of road or other property abutting the Premises 
or the Improvements that adversely affects the use of the Premises or the Improvements,  
by any condemning authority (a “Condemning Authority”) (a) in the exercise of any right 
of eminent domain or condemnation by proceedings or otherwise, or (b) by agreement 
between Landlord, Tenant, all Lienholders, and/or the Condemning Authority (any such 
taking or other action, a “Taking”), Landlord, Tenant, and all Lienholders shall have the 
right to participate in any such Taking for the purpose of protecting their respective 
interests hereunder, including, without limitation, all negotiations regarding any Taking 
Award (defined below).  If Landlord or Tenant becomes aware of any actual, contemplated 
or threatened Taking, it shall promptly notify the other party.  Landlord shall not settle or 
compromise any Taking Award without the prior consent of Tenant and all Lienholders.  
Each party participating in the proceedings shall pay its own expenses.  The “Taking Date” 
shall be the date on which the earlier of the following occurs with respect to any Taking:  
(I) final entry into possession by the Condemning Authority; (ii) entry of a final order of a

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court of competent jurisdiction awarding possession to the Condemning Authority; or (iii) 
delivery of an instrument of conveyance to the Condemning Authority.    
B. 
If there is a Taking of all or substantially all of the Premises or the 
Improvements other than as provided in with respect to temporary Takings below, this 
Lease shall terminate and expire on the Taking Date.  Such termination shall be without 
prejudice to the rights of either Landlord or Tenant to recover just and adequate 
compensation from the Condemnation Authority on account of such Taking.  For the 
purpose of this Lease, “substantially all of the Premises or the Improvements” shall be 
deemed to have been taken if, in Tenant's reasonable determination made with the prior 
written approval of Lienholders, that any and all remaining portions of the Premises or the 
Improvements not taken are insufficient for the economic and feasible use and operation 
of the Project by Tenant, including, without limitation, because (a) the cost of restoration 
of portions not taken materially exceeds the Tenant Taking Award; (b) access to, parking 
facilities benefiting, or any material service(s) necessary or appropriate for economic 
operation of the Project have been materially impaired; or (c) the Project cannot reasonably 
be operated substantially as it was operated before the Taking within twelve (12) months 
after the Taking Date.  Notwithstanding any other provision hereof, the termination of the 
Lease under this Section 15.1 shall in all events be subject to the prior written consent of 
all Lienholders. 
C. 
If this Lease terminates as a result of such a Taking, any award(s) paid or 
payable (whether or not in a separate award) to either party or any Lienholders because of 
or as compensation for any Taking, including (a) any award made for the Premises, any 
Improvements and any other real property and improvements that are the subject of the 
Taking, (b) the full amount paid or payable by the Condemnation Authority for the estate 
that is the subject of the Taking, as determined in the Condemnation Proceedings, (c) any 
interest on such award, and (d) any other sums payable on account of such Taking 
(collectively, the “Taking Award”), shall be allocated as follows: 
a. 
To Tenant, subject to the rights of all Lienholders (if any), that 
portion of the Taking Award equal to the Market Value of the Leasehold Estate at the date 
of the Taking; 
b. 
then, to Landlord, that portion of the Taking Award equal to the 
Market Value of the Fee Estate at the date of the Taking, if any; and 
c. 
then, after deduction of the foregoing amounts, to Tenant, subject to 
the rights of Lienholders (if any), the balance of the Taking Award, if any.  
D. 
As used in this Lease, “Tenant Taking Award” means the portion of the 
total Taking Award allocated to Tenant pursuant to this Section 15.1.  Any Tenant Taking 
Award shall be paid to and held by Depositary for Disbursement as provided in this Lease.  
As used in this Lease, “Market Value” of the Fee Estate or the Leasehold Estate means, as

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of any date of determination, the present fair market value of such estate or interest 
(including the fair market value of the rights of the holder of such estate in and to the 
Improvements or any other improvements, and, in the case of the value of the Leasehold 
Estate, including the fair market value with respect to the Improvements and the value of 
the Leasehold Estate as part of the Market Value of the Leasehold Estate) as of such date, 
considered:  (I) as if no casualty or Taking had occurred, (ii) without adjusting for any 
expectation of any casualty or Taking, (iii) as if all or such portion of the Leasehold Estate 
had not been terminated, (iv) taking into account the benefits and burdens of this Lease, 
the remaining Term, all Encumbrances and all other matters affecting such estate or interest 
and its valuation, and (v) discounting to present value all the obligations and benefits 
associated with such estate or interest.  The Market Value shall be determined as if the 
Term were to continue until the end of the scheduled Term.  Market Value shall be 
determined independently of, and without regard to any valuation established in connection 
with, a casualty or Taking.  Any such notice shall not be effective without the consent of 
Tenant and Lienholders.  Subject to the consent of all Lienholders, in the event Landlord 
and Tenant are unable to reach agreement on the allocation of the Taking Award pursuant 
to this Section 15, after first taking into consideration any prior allocation of a Taking 
Award, Landlord and Tenant shall request that the Condemning Authority, if not prohibited 
by law, make separate Taking Awards to Landlord and Tenant in accordance with the 
allocation provided for in this Section 15.  In addition to the factors specified above in this 
Section 15, such allocation shall take into account any existing appraisals used to determine 
or to contest the amount of the Taking Award and any other available relevant information 
and analysis.  This Section 15 shall be construed as superseding any applicable laws now 
in force or hereafter enacted concerning Takings to the extent permitted thereby. 
E. 
If any Taking shall be of less than substantially all of the Premises or 
Improvements other than on a temporary basis, this Lease shall terminate with respect to 
the portion or portions of the Premises or Improvements so taken and remain in full force 
and effect with respect to the portion or portions of the Premises or Improvements 
remaining after such Taking, except that Tenant shall, promptly after the Taking Date and 
at its expense, commence and diligently complete (subject to the availability of the Tenant 
Taking Award) Restoration using commercially reasonable efforts in order to either restore 
any Improvements altered or damaged by such partial Taking to a complete architectural 
unit, or demolish any such damaged or altered Improvements.  Subject to satisfaction of 
any applicable disbursement conditions required by a Lienholder, or the rights of a 
Lienholder to apply the Tenant Taking Award to the obligations owed to such Lienholder.  
Tenant shall be entitled to so much of the Tenant Taking Award as may be necessary to 
reimburse Tenant for the cost of such Restoration and the Tenant Taking Award shall be 
deposited, held and disbursed periodically to Tenant, subject to the rights of Lienholders, 
as provided in the case of insurance proceeds.  Any Tenant Taking Award remaining after 
Tenant's completion of Restoration shall be paid to Tenant, subject to the rights of 
Lienholders (if any).

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§ 15.2. Relocation Benefits. Tenant is not waiving any of its rights to any federal, 
state or local relocation benefits or assistance provided in connection with any 
condemnation or prospective condemnation action. 
§ 15.3. Temporary Taking.  If there is a Taking of all or a part of the Premises or 
Improvements for a temporary period, this Lease shall continue in full force and effect 
without change as between Landlord and Tenant and Tenant, subject to the rights of 
Lienholders, shall be entitled to the entire Taking Award made for such use. 
§ 15.4. Taking of Certain Landlord Interests. In the event of the Taking of an 
easement or any other taking which shall be of an interest or estate in the Land less than a 
fee simple (other than a Taking for temporary use mentioned in Section 15.3), as a result 
of which the Premises shall be insufficient for the use and operation thereof by Tenant for 
the purposes contemplated by this Lease, as reasonably determined by Tenant and Landlord 
with the prior written consent of each Lienholder, this Lease shall terminate and expire 
with the same force and effect as in the case of a Taking pursuant to Section 15.1 hereof. 
Otherwise, such Taking shall be deemed insufficient to terminate this Lease, and the 
division of the award shall be governed by Sections Section 15.1.C and Section 15.1.E 
hereof. For purposes of this Section, any change of grade of a roadway on which the 
Premises relies, to the extent that such change impairs Tenant's use of the Premises and 
requires Tenant to make changes to the Premises to restore such use, shall be deemed a 
partial Taking subject to Section 15.1.E, and any recovery as a result of the same shall be 
paid to Tenant to the extent provided in Section 15.1.E for restoration costs.  Any Tenant 
Taking Award remaining after Tenant's completion of the Restoration shall be paid to 
Tenant, subject to the rights of the Lienholder(s) (if any).   
ARTICLE 16 — INTENTIONALLY OMITTED 
ARTICLE 17 — ASSIGNMENT, SUBLETTING, MORTGAGE  
§ 17.1. Transfers by Tenant.  Tenant may effect a transfer, conveyance, 
assignment, sublease or other pledge, encumbrance or disposal of all or a portion of its 
interest in this Lease with the prior written consent of Landlord, which consent shall not 
be unreasonably withheld, conditioned or delayed (a “Transfer”), and provided that no 
Transfer shall be binding upon Landlord unless such assignee or purchaser shall deliver to 
the Landlord a recordable instrument which contains a covenant of assumption by said 
assignee or purchaser to such effect.  Upon recordation of the assumption instrument, the 
prior Tenant shall be released from liabilities and obligations under this Lease accruing 
thereafter, and the assignee shall be and become and remain liable for the payment of all 
rents and other sums payable hereunder and for the due performance of all the covenants, 
agreements, terms and provisions hereof on Tenant’s part to be performed throughout the 
remainder of the Term. The provisions hereof shall be operative for and apply to each 
subsequent assignment.  Notwithstanding the foregoing, the following shall not be deemed 
“Transfers” under this Lease, and shall be permitted without Landlord approval: (i) any

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Transfer to an affiliate of Tenant; (ii) any Transfer to a Lienholder as security for financing; 
(iii) any Transfer to a Lienholder in foreclosure or by an assignment in lieu of foreclosure, 
and thereafter, any Transfer by the initial transferee in foreclosure or by assignment in lieu 
of foreclosure; (iv) any transfers or assignments of membership interests in Tenant; (v) any 
transfers pursuant to a purchase option or right of first refusal contemplated in the Tenant’s 
operating agreement, and (vi) subleases of residential units at the Project. 
§ 17.2. Intentionally Deleted. 
§ 17.3. Obligations of Assignee. If this Lease is assigned in whole or in part, 
whether or not in violation of the provisions hereof, Landlord may and hereby is 
empowered to collect all amounts due hereunder from the assignee. In such event, Landlord 
may apply the net amount received by it to Additional Payments, and no such collection 
shall be deemed a waiver of the covenant herein against assignment, or an acceptance of 
the assignee or subtenant as a Tenant under this Lease, or a release of Tenant from the 
further performance of the covenants herein contained on the part of Tenant. 
§ 17.4. Rights of Lenders. Landlord is aware that Tenant will obtain financing or 
refinancing for acquisition, development and/or construction of the Project and/or the 
Improvements to be constructed on the Premises, in whole or in part, from time to time, by 
one or more persons and that Tenant may obtain financing or refinancing for the 
Improvements from time to time, by one or more persons (individually any persons 
providing financing to Tenant is referred to as a “Lender”, and collectively the “Lenders”), 
which financing will be secured by the Tenant’s rights and interests in this Lease. Tenant’s 
encumbrance of its leasehold interest shall not result in an encumbrance to Landlord’s fee 
estate in the Premises.    .  If Landlord provides any notices to Tenant (other than periodic 
billing notices) or if there is an Event of Default under this Lease, Landlord shall provide 
such notice or notice of such Event of Default, at the same time notice is provided to 
Tenant, to all Lenders who are parties to a Recognition Agreement (defined in Section 
17.7.G.) or who are designated by Tenant in a written notice to Landlord as being entitled 
to be deemed a Lender hereunder.   Lenders will have the rights to cure Tenant defaults 
provided for in this Lease as set forth in  in a Recognition Agreement by Landlord, Lender, 
and Borrower.     
§ 17.5. Landlord’s Lien Waiver. , Landlord agrees to execute a form of 
landlord’s lien waiver with respect to Tenant’s financing of any property located on the 
Premises, subject to Landlord’s review and approval of any such landlord’s lien waiver 
form confirming the same.  
§ 17.6. Fee Financing.  During the Term, Landlord shall not mortgage or 
otherwise encumber its fee simple interest in the Premises (the “Fee Estate”).  Furthermore, 
Landlord shall not convey the Fee Estate to any other party without the prior written notice 
to the Tenant and Lenders.  Notwithstanding anything to the contrary in this Lease, so long 
as the Lease is in effect, it is expressly understood and agreed that Tenant, Investor

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Members and the Lienholders are intended third party beneficiaries of this Section 17.6 of 
this Lease and are entitled to enforce the same against Landlord by any means available at 
law or in equity subject to the limitation on remedies set forth in Section 19.2 of this Lease.  
As a condition to the performance of Tenant’s obligations under this Lease, Landlord shall 
cause any existing mortgage or other encumbrance on the Fee Estate which is not listed on 
Exhibit C attached hereto to be subordinated to the Leasehold Estate in writing on terms 
satisfactory to Tenant, Investor Members and any Lienholder(s). Tenant agrees that the 
encumbrances of the Fee Estate listed on Exhibit C are permitted as of the Effective Date.  
Nothing in this Section 17.6 is intended to prohibit the encumbrance of the Fee Estate by 
the Use Agreement (defined in Section 31.4 hereof), which is expressly permitted. 
§ 17.7.  Encumbrance of Lease by Tenant.  Landlord further acknowledges that 
the Lenders may require Tenant to execute and deliver various documents that will need to 
be recorded against Tenant's Leasehold Estate including, without limitation, land use 
restriction agreements, mortgages and deeds of trust (the “Encumbrances”), but in no event 
shall such Encumbrances encumber Landlord's Fee Estate, other than the encumbrance of 
the Fee Estate by the Use Agreement (defined in Section 31.4 hereof), which is expressly 
permitted.  Tenant may encumber its Leasehold Interest created by this Lease only with the 
prior consent of Landlord, which shall not be unreasonably withheld, conditioned or 
delayed,  and provided that any such Encumbrance shall not attach to or affect the 
Landlord's Fee Estate.  In every case in which Tenant places a mortgage or deed of trust 
upon its Leasehold Estate, Tenant shall provide Landlord with copies of the recorded 
mortgage or deed of trust and the names and addresses of the mortgagees or beneficiaries 
thereof (any Lender identified in such a mortgage or deed of trust being a “Lienholder”). 
A. 
Lienholder Protections.  Notwithstanding anything in this Lease to the 
contrary, during the term of the Lease or of any mortgage or deed of trust granted by Tenant 
to a Lienholder in accordance with this Section 17.7, the following provisions shall prevail: 
1. 
Notwithstanding anything to the contrary in this Lease, 
Tenant and Landlord shall not modify, amend, cancel, or terminate this Lease, for any 
reason other than an uncured breach by Tenant for which notice and an opportunity to cure 
has been provided in accordance with the terms of the Lease;  
 
2. 
Landlord shall not accept a voluntary surrender of this Lease 
by Tenant (including, without limitation, a termination under Section 365(h)(A)(i) of 
Chapter 11 of the U.S. Bankruptcy Code), without the prior written consent of each 
Lienholder, unless the Tenant’s Leasehold Interest has been assigned or assumed by a 
Lienholder pursuant to a New Lease (defined herein) as a result of such surrender;  
 
3. 
Notwithstanding anything in this Lease to the contrary, in the 
event of a partial condemnation or casualty, Tenant shall be permitted to rebuild if the first 
priority Lienholder consents to the distribution of any insurance proceeds or condemnation 
award for such purpose. This Lease may not be terminated in the event of a partial

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condemnation or casualty, provided Tenant elects to rebuild.  If Tenant or any Lienholder 
declines to rebuild, Tenant will demolish the destroyed or damaged portions of the 
Improvements at its expense and return the Premises to Landlord in useable condition in 
accordance with the terms of this Lease, and Landlord may terminate this Lease upon 
written notice given to Tenant and Lienholders as required by this Lease, but subject to the 
requirement that it obtain all required consents from Lienholders and Investor Members.  
Any condemnation award to which Tenant is entitled under this Lease and all insurance 
proceeds to which Tenant is entitled under this Lease, shall be paid to the first priority 
Lienholder and disbursed only in accordance with such Lienholder’s applicable loan 
documents; and 
 
4. 
So long as any Lienholder’s mortgage or deed of trust is 
outstanding, unless such Lienholder shall otherwise expressly consent in writing, the Fee 
Estate and Leasehold Estate shall not merge but shall remain separate and distinct, 
notwithstanding the acquisition of said Fee Estate and Leasehold Estate by any single 
owner. 
 
B. 
Lender’s Liability.    No Lender or Lienholder shall be or become liable to 
Landlord as an assignee of this Lease or otherwise unless it expressly assumes by written 
instrument executed by Landlord and Lienholder such liability; provided, however, that an 
assumption upon a 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 Tenant pursuant to which the purchaser at 
foreclosure or grantee shall acquire the rights and interest of Tenant under the terms of this 
Lease. Additionally, should Lender or Lienholder move to appoint a receiver and such 
receiver is appointed, the Lender or Lienholder shall become liable to Landlord for all 
requirements under the Lease notwithstanding the absence of a written instrument 
assuming same and executed by the Landlord or Lienholder.  
C. 
Notice of Default to Lienholders.  If an Event of Default has occurred 
under this Lease and has not been cured as provided in this Lease, Landlord agrees to give 
written notice of such default to each Lienholder under any such mortgage or deed of trust, 
whose name and address shall be furnished to Landlord by Tenant in accordance with 
Section 17.7.  Landlord acknowledges that each Lender listed on Schedule 17.7.C (if any) 
is a Lienholder entitled to notices relating to Events of Default under this Lease.  Landlord 
shall not terminate this Lease, re-enter the Premises, or exercise any other remedy available 
at law which would affect Tenant's rights under this Lease if any Lienholder has cured said 
default within the following time periods:  (i) for monetary defaults, within the time 
allowed Tenant for same hereunder or within sixty (60) days after receipt of said notice of 
default by said Lienholder, whichever is greater, and (ii) for non-monetary defaults, within 
the time allowed Tenant for same hereunder or within sixty (60) days after receipt of said 
notice of default by said Lienholder, whichever is greater, provided, however, that, if a 
Lienholder has commenced the cure of such default but has determined that it will not be

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able to complete such cure within such sixty (60) day period, Lienholder shall notify 
Landlord in writing of the need for additional time together with a proposed additional time 
period within which to complete the cure, with such additional time period to be approved 
by Landlord, with such approval to not be unreasonably delayed, conditioned, or withheld 
(the “Lienholder's Cure Period”).  Thereafter, the Lienholder will diligently and 
continuously pursue the cure.  The Lienholder will notify Landlord when the cure has been 
completed, and Landlord will approve the completed cure, with such approval to not be 
unreasonably delayed, conditioned, or withheld.  Landlord acknowledges that each 
Lienholder is relying on the Tenant's Leasehold Estate as collateral and Landlord agrees to 
give any Lienholder the opportunity to cure such default and realize on its interest in such 
collateral before any termination of this Lease or exercise of any other remedies due to a 
default by Tenant.  In furtherance of the foregoing, Landlord agrees that it will not 
terminate this Lease, exercise any remedies or cause or accept a surrender of the Tenant's 
Leasehold Estate under this Lease due to the occurrence of a Tenant default so long as a 
Lienholder commences the foreclosure of its leasehold mortgage, deed of trust or other 
Encumbrance during the ninety (90) day period after the expiration of the Lienholder's 
Cure Period (for purposes of such requirement the filing of a complaint to judicially 
foreclose or the publishing of the first required notice for foreclosure by advertisement, 
shall be deemed commenced) and completes such foreclosure with reasonable diligence 
(the time for completion by Lienholder being continued so long as Lienholder is enjoined 
or stayed by law or court order or otherwise delayed by an unavoidable delay and thereafter 
so long as Lienholder proceeds to completion with reasonable diligence), provided that 
Lienholder pays, upon Landlord's written demand, all delinquent Rent and other sums then 
due and owing under this Lease, and continues to pay all Rent and other sums due and 
owing and performs all other obligations of Tenant which can reasonably be performed 
without possession of the Premises and Improvements or appointment of a receiver and are 
not personal to Tenant arising through the date of foreclosure.  Such foreclosure 
proceedings may be commenced by Lienholder without the consent of Landlord.  
Furthermore, Lienholder shall have the right to assign or transfer the leasehold interest to 
a purchaser at or subsequent to a foreclosure sale with any assignment or transfer being 
subject to the terms and conditions of this Lease.    Notwithstanding anything to the 
contrary contained herein, in no event shall any Lienholder have an obligation to cure any 
Event of Default that is   incapable of being cured by the Lienholder. 
D. 
New Lease.  In the event Tenant fails to cure any such default and Landlord 
proposes to declare the Term ended by reason of such default, Landlord, simultaneously 
with the sending of the notice of termination, shall send to each Lienholder an offer to enter 
into a new lease with said Lienholders (the “New Lease”) on the same terms and conditions 
as this Lease (including all obligations relating to the use of the Premises in accordance 
with CC&Rs and the other provisions of this Lease), except that the “Tenant” under such 
New Lease shall be the first priority Lienholder (as determined pursuant to Section 17.7 F 
below) or its designee, the commencement date shall be the first day of the first calendar 
month following the date said Lienholder mails the New Lease to Landlord, and the

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termination date shall be the termination date of this Lease and the Premises shall include 
all Improvements notwithstanding any transfer of title to Landlord.  The offer may be 
accepted by mailing within ninety (90) days of the sending of said offer two (2) duly 
executed originals of each New Lease to Landlord together with the payment of or evidence 
of the payment of all sums due and unpaid under this Lease as of the date of the notice 
referred to in this Section 19 up to the commencement date of said New Lease.  Upon 
receipt of said New Lease and said payment or evidence of said payment, Landlord shall 
immediately execute both originals of said New Lease and return one (1) fully executed 
copy thereof to the tenant under the New Lease.  Upon the commencement date of said 
New Lease, this Lease shall terminate and be of no further force and effect. If the first 
priority Lienholder or its designee does not return the New Lease to Landlord within ninety 
(90) days of the sending by Landlord, Landlord may proceed with terminating this Lease 
by sending a final notice of termination to Tenant and any Lienholders of record.  The 
terms of this provision shall survive any termination of the Lease and the Lienholders shall 
be third party beneficiaries hereof. 
E. 
Attornment.  Landlord further agrees that, should a Lienholder or its 
designee acquire Tenant's interest in the Leasehold Estate through a foreclosure of such 
mortgage or deed of trust or any transfer in lieu thereof, said Lienholder or its designee 
shall have the right to attorn to Landlord, provided said Lienholder or its designee cures all 
defaults of Tenant under this Lease existing at the time of such attornment, which are within 
the power of said Lienholder or its designee to cure, and Landlord will accept such 
attornment, and said Lienholder or its designee and Landlord shall have the same rights 
and obligations toward one another which they would have had had this Lease been entered 
into with Landlord, as Landlord, and said Lienholder or its designee, as Tenant.  
Notwithstanding the foregoing, no Lienholder shall be responsible for any indemnification 
obligations arising from acts or omissions of Tenant prior to the time such Lienholder 
succeeded to possession and control of the Premises.  If a Lienholder, or its affiliate, 
becomes the holder of the Tenant's Leasehold Estate and succeeds to the Tenant's interest 
in this Lease via foreclosure or a deed in lieu of foreclosure, it may subsequently assign 
such holder's interest in this Lease to any unaffiliated entity without Landlord's consent, 
but subsequent transfers of Tenant's Leasehold Estate shall require Landlord's consent as 
set forth in this Lease. 
F. 
Priority of Lienholders.  If more than one (1) Lienholder desires to 
exercise any rights or remedies afforded to Lienholders under this Lease, then the party 
against whom such right or remedy is to be exercised shall be required to recognize either:  
(i) only the Lienholder that desires to exercise such right or remedy and whose 
Encumbrance is most senior (as against other Encumbrances); or (ii) such other Lienholder 
as all Lienholders have designated in writing to exercise such right or remedy.  Priority of 
Encumbrances shall be conclusively evidenced by (in order of precedence of application):  
(a) written agreement (or joint written instructions) by all Lienholders; or in the absence of 
such a written agreement or instructions (b) a report or certificate of a title insurance

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company licensed to do business in the State in which case the first recorded Encumbrance 
shall be deemed as most senior for purposes of this paragraph.  Neither Tenant nor Landlord 
shall be obligated to determine the relative priorities of any Lienholder other than by 
obtaining the title report or certificate described in the preceding sentence.  For any right 
or remedy under an Encumbrance that by its nature or under this Lease can be exercised 
by only one Lienholder (such as the right to a New Lease), pending the determination of 
priority, any time period that applies to a Lienholder’s exercise of such right or remedy 
shall be tolled, but not more than ninety (90) days.  
G. 
Lienholder Protection Documents.   On the request of any Lienholder, 
Landlord agrees to promptly execute and deliver to Tenant and such Lienholder, an 
amendment to this Lease or any New Lease or Lienholder 's customary form of consent, 
estoppel and non-disturbance and attornment agreement or similar document (a 
“Recognition Agreement”), provided that no such amendment or Recognition Agreement  
shall modify the Rent or the Term or otherwise materially and adversely affect Landlord’s 
rights, increase Landlord’s obligations, or materially decrease Tenant’s obligations under 
this Lease. Notwithstanding the foregoing, to the extent any action requested herein 
requires the consent of HUD prior to Landlord action, Lienholder shall, at Tenant’s 
expense, work with Landlord and Tenant to secure the required HUD approval.     
§ 17.8. Estoppel Certificate to Lienholders or Investor Members.  At any time 
within ten (10) business days after written notice of request by Lienholder, or any Investor 
Member to Landlord, Landlord shall execute, acknowledge and deliver to Lienholder or 
Investor Members, as applicable a certificate that shall: (i) confirm that Landlord consents 
to the mortgage loan; (ii) identify the terms of this Lease; (iii) identify all documents 
evidencing this Lease; (iv) certify that there have been no unapproved changes in the Lease; 
(v) confirm that this Lease is in full force and effect; (vi) confirm that there are no known 
defaults, and no defaults pending under the terms of this Lease (and no conditions existing 
which but for the passage of time or the giving of notice would result in a default under 
this Lease); (vii) confirm the date through which rent has been paid; and (viii) contain such 
other provisions as may be reasonably necessary to satisfy any requirement that is not 
already contained in this Lease. 
ARTICLE 18 — DEFAULT BY TENANT 
§ 18.1. Events of Default. The happening of any one of the following events 
(herein called an “Event of Default”) shall be considered a material breach and default by 
Tenant under this Lease: 
A. 
Monetary Default. If default shall be made in the due and punctual payment 
of Base Rent or any Additional Payments and such default continues for thirty (30) days 
after written notice thereof to Tenant; or

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B. 
Non-Monetary Default. If default shall be made by Tenant in the 
performance of or compliance with any of the covenants, agreements, terms, limitations, 
or conditions hereof other than those referred to in the foregoing subsection (A), and such 
default shall continue for a period of thirty (30) days after written notice thereof from 
Landlord to Tenant (provided, that if Tenant proceeds with due diligence during such thirty 
(30) day period to substantially cure such default and is unable by reason of the nature of 
the work involved, to cure the same within the required thirty (30) days, Tenant’s time to 
do so shall be extended by the time reasonably necessary to cure the same as reasonably 
determined by Landlord); or 
C. 
Bankruptcy, Voluntary. If Tenant shall file a voluntary petition in 
bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall take the benefit of any 
relevant legislation that may be in force for bankrupt or insolvent debtors or shall file any 
petition or answer seeking any reorganization, arrangement, composition, readjustment, 
liquidation, dissolution or similar relief for itself under any present or future federal, state, 
or other statute, law or regulation, or if Tenant shall seek or consent to or acquiesce in the 
appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part 
of its properties, or shall make any general assignment for the benefit of creditors; or 
D. 
Bankruptcy, Involuntary. If a petition shall be filed against Tenant seeking 
any reorganization, arrangement, composition, readjustment, liquidation, dissolution or 
similar relief under any present or future federal, state, or other statute, law or regulation, 
and shall remain undismissed or unstayed for ninety (90) days, of if any trustee, receiver 
or liquidator of Tenant, or of all or substantial part of its properties, shall be appointed 
without the consent or acquiescence of Tenant and such appointment shall remain 
unvacated and unstayed for ninety (90) days. 
E. 
Sale or Transfer.  The Tenant makes any Transfer in violation of this Lease; 
or  
F. 
Failure to Perform.  The Tenant fails to perform any of its material 
obligations set forth in the CC&Rs and such failure extends beyond all applicable notice 
and cure periods (including those provided in the CC&Rs and this Lease). 
§ 18.2. Standstill.   Subject to the terms in this Lease, , during the fifteen (15) 
year tax credit compliance period for the Project (as defined in Section 42 of the Internal 
Revenue Code of 1986, as amended), , Landlord, shall have no right to terminate this Lease. 
§ 18.3. Tenant Liability. Expiration or termination of this Lease shall relieve 
Tenant of its liabilities or obligations under this Lease from and after the date of expiration 
or termination with the exception of those liabilities which by the express terms of this 
Lease survive any such expiration or termination. 
§ 18.4. Intentionally Omitted.

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§ 18.5. No Implied Waiver. Any failure by Landlord to insist upon the strict 
performance of any covenant, agreement, term or condition hereof or to exercise any right 
or remedy consequent upon a breach hereof, and no acceptance of any payments from 
Tenant during the continuance of any such breach, shall constitute a waiver of any such 
breach or of such covenant, agreement, term or condition. No covenant, agreement, term 
or condition hereof to be performed or complied with by Landlord or Tenant, and no breach 
thereof, shall be waived, altered or modified, except by a written instrument executed by 
the party to be charged therewith. No waiver of any breach shall affect or alter this Lease, 
but each and every covenant, agreement, term, limitation and condition hereof shall 
continue in full force and effect with respect to any other then existing or subsequent breach 
hereof. 
§ 18.6. Remedies Cumulative. In the event of any breach by Tenant of any of the 
covenants, agreements, terms or conditions hereof, Landlord, in addition to any and all 
other rights, shall be entitled to enjoin such breach and shall have the right to invoke any 
right and remedy allowed at law or in equity or by statute or otherwise for such breach. In 
the event of Tenant’s failure to pay Base Rent or Additional Payments on the date when 
due, Tenant shall pay Landlord interest on any such overdue payments and associated late 
charges at the rate of two percent (2%) per month, but in no event an amount greater than 
permitted by law, but this shall in no way limit any claim for damages for Landlord for any 
breach or default by Tenant. 
§ 18.7. Late Charge. In the event that any payment required to be made by Tenant 
to Landlord under the terms of this Lease is not received within ten (10) days after written 
notice of delinquency, a late charge shall become immediately due and payable as an 
Additional Payment in an amount equal to two and one-half percent (2.5%) of the late 
payment. 
§ 18.8. Specific Performance. If a default is not commenced to be cured within 
thirty (30) calendar days after service of the notice of default and is not cured promptly in 
a continuous and diligent manner within a reasonable period of time after commencement, 
Landlord may, at its option, thereafter (but not before) commence an action for specific 
performance of the terms of this Lease pertaining to such default. 
§ 18.9. Investor Member & Lienholder Protections.  Notwithstanding any 
provision herein, Investor Member and any Lienholder (together, the “Curing Parties” and 
individually a “Curing Party”) shall have the right to cure any Event of Default (including 
non-monetary defaults that are capable of being cured), and Landlord shall accept any cure 
made by any such Curing Party as though the same had been done or performed by Tenant 
(i.e. all monetary defaults can be cured by the payment of money to the Landlord).  In no 
event, however, shall the Curing Parties have any obligation to perform any obligations of 
Tenant or to cure any default under this Lease. Subject to the Affordability Covenant 
remedies, Landlord agrees that it will take no action under this Lease, at law or in equity, 
by reason of an Event of Default without first giving written notice to each of the Curing

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Parties, and then only if Tenant or the Curing Parties fail to cure such Event of Default 
within, at minimum, sixty (60) days after receiving written notice, not to exceed one 
hundred twenty (120) days. In no events shall the cure period provided to the Curing Parties 
be shorter than the cure period provided to Tenant hereunder.  The provisions of this 
Section 18.9 are in addition to and not in limitation of any provisions in any Recognition 
Agreement. 
ARTICLE 19 — DEFAULT BY LANDLORD 
§ 19.1. Limitations of Landlord’s Liability. The term “Landlord,” as used 
herein, so far as Landlord’s covenants and agreements hereunder are concerned, shall be 
limited to mean and include only the owner or owners of the fee title to the Premises or 
those having the right of immediate possession in a pending condemnation action at the 
time in question.  
§ 19.2. Tenant Remedies for Landlord Breach.  In the event of any breach by 
Landlord of any of the covenants, agreements, terms, or conditions hereof, Tenant may 
seek any right or remedy allowed at law or in equity or by statute or otherwise (except as 
provided herein) for such breach, including, but not limited to seeking specific performance 
or an injunction, all of which shall be construed and held to be cumulative and non-
exclusive; provided, however, Tenant shall not seek, and hereby waives any right to, any 
indirect or consequential damages from Landlord, including, but not limited to, loss of 
profits, loss of sub-rents, loss of any other revenue, loss of business opportunity, loss of 
good will, loss due to business interference, or punitive damages.  Tenant further agrees 
that its recourse for any damages shall be limited to collection from the Premises and not 
from any other assets of Landlord.  The foregoing shall not be deemed to limit Tenant’s 
right to recover damages for the loss of any tax credits, including without limitation low-
income housing tax credits under Section 42 of the Internal Revenue Code of 1986, as 
amended. 
ARTICLE 20 — UNENFORCEABLE TERMS 
§ 20.1. Severability. Landlord and Tenant each believe that the execution, 
delivery and performance of this Lease are in compliance with all Applicable Laws. 
However, in the unlikely event that any provision of this Agreement is declared void or 
unenforceable (or is construed as requiring the Landlord to do any act in violation of any 
applicable law, including any constitutional provision, law, regulation, County or City 
Code or Charter, as applicable), such provision shall be deemed severed from this Lease 
and this Lease shall otherwise remain in full force and effect; provided that this Lease shall 
retroactively be deemed reformed to the extent reasonably possible in such a manner so 
that the reformed agreement (and any related agreements effective as of the same date) 
provide essentially the same rights and benefits (economic and otherwise) to the parties as 
if such severance and reformation were not required. Unless prohibited by Applicable 
Laws, the parties further shall perform all acts and execute, acknowledge and/or deliver all

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amendments, instruments and consents necessary to accomplish and to give effect to the 
purposes of this Lease, as reformed. 
ARTICLE 21 — NOTICES 
§ 21.1. Notices. Any notice, request, demand, statement, or consent herein 
required or permitted to be given by either party to the other hereunder, except as pursuant 
to Article 12, shall be in writing signed by or on behalf of the party giving the notice and 
addressed to the other parties to the at the address as set forth below: 
Tenant: 
Villas on McQueen, LLC  
c/o Gorman & Company, LLC 
Attn:  President 
200 N. Main St. 
Oregon, Wisconsin, 53575 
 
With required copies to: 
 
Harvey Law PLLC 
Attn:  Travys Harvey, Esq. 
7702 E. Doubletree Ranch Road, Suite 300 
Scottsdale, Arizona 85258 
 
Reinhart Boerner Van Deuren s.c. 
1000 North Water Street, Suite 1700 
Milwaukee, Wisconsin 53202 
Attn:  Stephen Elliott, Esq. 
 
RBC Community Investments, LLC 
600 Superior Avenue 
Suite 2300 
Cleveland, Ohio 44114 
Attention:  President and General Counsel 
 
With a copy to: 
 
Nixon Peabody LLP 
Exchange Place 
53 State Street 
Boston, Massachusetts 02109 
Attention:  Roger W. Holmes 
 
VOM Investor, LLC 
191 W. Nationwide Suite 600

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Columbus, OH 43215 
Attn: assetmanagement@stonehengecapital.com 
 
With a copy to: 
 
Buchalter, a Professional Corporation 
1000 Wilshire Blvd., Suite 1500 
Los Angeles, CA 90017 
Attn: Michael A. Williamson, Esq. 
Email: mwilliamson@buchalter.com 
 
Each Lienholder identified on Schedule 17.7.C  
and any Lienholder which is party to a 
Recognition Agreement from time to time. 
 
 
Arizona Industrial Development Authority 
1802 West Jackson Street #66 
Phoenix, Arizona 85007 
Attention: Executive Director 
Email: admin@arizonaida.com 
 
With a copy to: 
 
Kutak Rock LLP 
8601 North Scottsdale Road 
Suite 300  
Scottsdale, Arizona 85253 
Attention: Kelly A. McGuire, Esq. 
Telephone: (480) 429-5000 
Email:kelly.mcguire@kutakrock.com 
 
Landlord: 
 
 
 
City of Chandler 
Attn:  Housing and Redevelopment Division 
Mail Stop 101 
P.O. Box 4008 
Chandler, Arizona 85244-4008 
 
 
With a required copy to: 
 
City of Chandler

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Attn:  City Attorney 
Mail Stop 602 
P.O. Box 4008 
Chandler, Arizona 85244-4008 
 
Each party may by notice in writing change its address for the purpose of this Lease, 
which address shall thereafter be used in place of the former address. Each notice, demand, 
request, or communication which shall be mailed to any of the aforesaid shall be deemed 
sufficiently given, served, or sent for all purposes hereunder two (2) business days after it 
shall be mailed by United States registered or certified mail, postage prepaid, in any post 
office or branch post office regularly maintained by the United States Government, upon 
personal delivery, or one business day after deposit with any commercial air courier or 
express service. 
§ 21.2. Notice to Curing Parties. When, under the terms of this Lease, any Notice 
is required or permitted to be given to a Curing Party, it is the intention of the parties that 
such notice shall be required to be given to all Curing Parties. 
ARTICLE 22 — CONDITION 
§ 22.1. Condition of Premises. Tenant represents that the Premises, any 
sidewalks, the title to the Premises, parking areas adjoining the same, any subsurface 
conditions thereof, and the present uses thereof, have been examined by Tenant and that 
Tenant accepts the same in the condition or state in which they or any of them may be on 
the date of the execution of this Lease, and except as set forth in in Article 30, without 
representation or warranty, express or implied in fact or by law, by Landlord and without 
recourse to Landlord, as to the nature, condition, or usability thereof or the use or uses to 
which the Premises or any part thereof may be put. 
§ 22.2. Quiet Enjoyment. Subject to all of the conditions, terms, and provisions 
contained in this Lease, Landlord covenants that Tenant, upon paying the Base Rent and 
Additional Payments and observing and keeping all terms, covenants, agreements, 
limitations, and conditions hereof on its part to be kept, shall quietly have and enjoy the 
Premises during the Term, without hindrance or molestation by Landlord. 
ARTICLE 23 — ESTOPPEL 
§ 23.1. Estoppel Certificates. Landlord or Tenant may request, at any time, from 
one another a certificate evidencing whether or not: 
A. 
The Lease is in full force and effect along with the amount and current status 
of the Additional Payments due hereunder;

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B. 
The Lease has been modified or amended in any respect or describing such 
modifications or amendments, if any; and 
C. 
There are any existing defaults thereunder, to the knowledge of the party 
executing the certificate, and specifying the nature of such defaults, if any. 
Such certificates shall include such other information as either party, any Investor 
Member or a Lienholder reasonably requires.  The party receiving such a request shall 
cooperate with the requesting party and shall deliver a written response within twenty (20) 
days of such request.  Without limitation, such certificates as are reasonably requested shall 
be provided at the request of any Investor Member, or any Lienholder. 
ARTICLE 24 — CONSENTS 
§ 24.1. Parties and Notice. Whenever the consent or approval of a party to this 
Lease is required or reasonably requested under this Lease, if they fail to notify the other 
party in writing within forty-five (45) days (except where a longer period is otherwise 
specified herein for the giving of such consent or approval) after the giving of a written 
request therefor in the manner specified herein for the giving of notice, it shall be concluded 
that such consent or approval has been given, except in the event that Chandler City 
Council approval is required in which case Landlord will seek to put the item on the 
Council’s agenda at the soonest practically feasible date. 
§ 24.2. No Unreasonable Withholding. Wherever in this Lease the consent or 
approval of either party is required, such consent or approval shall not be unreasonably 
withheld nor delayed, except where otherwise specifically provided. The remedy of the 
party requesting such consent or approval, in the event such party should claim or establish 
that the other party has unreasonably withheld or delayed such consent or approval, shall 
be limited to injunction or declaratory judgment and in no event shall such other party be 
liable for a money judgment. 
ARTICLE 25 — LANDLORD NOT LIABLE 
§ 25.1. Limitation of Liability. Landlord shall not be responsible or liable for any 
damage or injury to any property, fixtures, merchandise, or decorations or to any person or 
persons at any time on the Premises from steam, gas, electricity, water, rain, or any other 
source whether the same may leak into, issue or flow from any part of the Premises or from 
pipes or plumbing work of the same, or from any other place or quarter; nor shall Landlord 
be in any way responsible or liable in case of any accident or injury including death to any 
of Tenant’s employees, agents, subtenants, or to any person or persons in or about the 
Premises or the streets or sidewalks adjacent thereto; and Tenant agrees that it will not hold 
Landlord in any way responsible or liable therefor.

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ARTICLE 26 — MISCELLANEOUS 
§ 26.1. Intentionally Omitted.  
§ 26.2. Right of Cancellation. All parties hereto acknowledge that this agreement 
is subject to cancellation by Landlord or Tenant pursuant to the provisions of §38-511, 
Arizona Revised Statutes. 
§ 26.3. Legal Actions. Any legal action instituted pursuant to this Lease shall be 
brought in the County of Maricopa, State of Arizona, or in the Federal District Court in the 
District of Arizona in Phoenix, Arizona. The prevailing party in such action shall be 
reimbursed by the non-prevailing party for all costs and expenses of such action, including 
reasonable attorneys’ fees as may be fixed by the Court. This Lease shall be construed and 
enforced in accordance with the laws of the State of Arizona. 
§ 26.4. Memorandum. Landlord and Tenant shall each execute and deliver a 
memorandum of this Lease substantially in the form attached hereto as Exhibit E, which 
shall be recorded in the Office of the County Recorder, Maricopa County, Arizona. 
§ 26.5. Entire Agreement. This Lease, together with its schedules and Exhibits 
and all documents incorporated herein by reference, contains the entire agreement between 
Landlord and Tenant and any executory agreement hereafter made between Landlord and 
Tenant shall be ineffective to change, modify, waive, release, discharge, terminate, or 
effect an abandonment of this Lease, in whole or in part, unless such executory agreement 
is in writing and signed by the party against whom enforcement of the change, 
modification, waiver, release, discharge, termination, or the effect of the abandonment is 
sought. 
§ 26.6. Captions. The captions of Articles and Sections in this Lease are used only 
as a convenience and for reference and they in no way define, limit, or describe the scope 
of this Lease or the intent of any provision thereof. References to Articles and Section 
numbers are to those in this Lease unless otherwise noted. 
§ 26.7. Execution and Delivery. This Lease shall bind Tenant upon its execution 
thereof. Landlord shall be bound only after it executes and delivers the Lease to Tenant. 
§ 26.8. Singular and Plural, Gender. If two or more persons, firms, corporations, 
or other entities constitute either the Landlord or the Tenant, the word “Landlord” or the 
word “Tenant” shall be construed as if it reads “Landlords” or “Tenants” and the pronouns 
“it,” “he,” and “him” appearing herein shall be construed to be the singular or plural, 
masculine, feminine, or neuter gender as the context in which it is used shall require 
§ 26.9. Multiple Parties. If at any time Landlord, Tenant, any Lienholder 
(Landlord, Tenant or any such Lienholder being in this Section referred to as a “party”) is

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other than one individual, partnership, firm, corporation, or other entity, the act of, or 
notice, demand, request, or other communication from or to, or payment of refund from or 
to, or signature of, or any one of the individuals, partnerships, firms, corporations, or other 
entities then constituting such party with respect to such party’s estate or interest in the 
Premises or this Lease shall bind all of them as if all of them so had acted, or so had given 
or received such notice, demand, request, or other communication, or so had given or 
received such payment or refund, or so had signed, unless all of them theretofore have 
executed and acknowledged in recordable form and given a notice (which has not 
theretofore been revoked by notice given by all of them) designating not more than three 
individuals, partnerships, firms, corporations, or other entities as the agent or agents for all 
of them. If such a notice of designation has theretofore been given, then, until it is revoked 
by notice given by all of them, the act of, or notice, demand, request or other 
communication from or to, or payment or refund from or to, or signature of, the agent or 
agents so designated with respect to such party’s estate or interest in the Premises or this 
Lease shall bind all of the individuals, partnerships, firms, corporations, or other entities 
then constituting such party as if all of them so had acted, or so had given or received such 
notice, demand, request, or other communication, or so had given or received such payment 
or refund, or so had signed. 
§ 26.10. Amendments.   This Lease shall not be amended or modified without the 
express written consent of Lienholder(s), which shall not be unreasonably withheld.  Any 
purported amendment or modification for which such consent has not been obtained shall 
be void. 
§ 26.11. Exhibits and Incorporation. The following exhibits and schedules, 
which are attached hereto or are in the possession of the Landlord and Tenant, are 
incorporated herein by reference as though fully set forth: 
 
Exhibit A  Legal Description of the Premises 
Exhibit B  Insurance Requirements 
Exhibit C Title Encumbrances 
Exhibit D Form of Memorandum of Ground Lease 
Schedule 17.7.C  List of Lienholders 
 
 
ARTICLE 27 — EQUAL EMPLOYMENT OPPORTUNITY 
Tenant shall comply with all elements and requirements of the Equal Employment 
Opportunity laws and ordinances.

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ARTICLE 28 — ENFORCED DELAY 
§ 28.1. Enforced Delay; Extension of Time of Performance. Whether stated or 
not, all periods of time in this Lease are subject to this Section. Neither the Landlord nor 
Tenant, as the case may be, shall be considered to have caused an Event of Non-
Performance with respect to its obligations under this Lease (or to have failed to meet any 
required date of performance) in the event of enforced delay (“Enforced Delay”) due to (1) 
causes beyond its reasonable control and without its negligent or intentional failure to 
comply with Applicable Laws, including, but not restricted to, acts of God, acts of public 
enemy, acts of the Federal, state or local government, acts of the other party, litigation or 
other action authorized by law concerning the validity and enforceability of this Lease or 
relating to transactions contemplated hereby (including the effect of petitions for initiative 
or referendum), fires, floods, epidemics, quarantine, restrictions, strikes, embargoes, labor 
disputes, and unusually severe weather or the delays of subcontractors or materialmen due 
to such causes, act of a public enemy, war, terrorism or act of terror (including but not 
limited to bio-terrorism or ecoterrorism), nuclear radiation, declaration of national 
emergency or national alert, blockade, insurrection, riot, labor strike or interruption, 
extortion, sabotage, or similar occurrence or any exercise of the power of eminent domain, 
condemnation, or other taking by the action of any governmental body on behalf of any 
public, quasi-public, or private entity, or declaration of moratorium or similar hiatus 
directly affecting the Premises (whether permanent or temporary) by any public, quasi-
public or private entity; (2) the discovery of Regulated Substances on, at or affecting the 
Premises not disclosed by any applicable environmental assessment or otherwise known 
by or disclosed to the party or parties affected thereby; the discovery of funerary objects or 
archaeological resources or artifacts on, at or affecting the Premises requiring repatriation, 
study, removal or further acts mandated by federal or state law; or the discovery of 
Endangered Species on, at or affecting the Premises; (3) the order, judgment, action, or 
determination of any court, administrative agency, governmental authority or other 
governmental body (collectively, an “Order”) which delays the completion of the work or 
other obligation of the party claiming the delay; or the suspension, termination, 
interruption, denial, or failure of renewal (collectively, a “Failure”) of issuance of any 
permit, license, consent, authorization, or approval necessary to Tenant’s undertakings 
pursuant to this Agreement, unless it is shown that such Order or Failure is the result of the 
failure to comply with Applicable Laws or to fully comply with the applicable application 
requirements by the party claiming the delay; provided, however, that the contesting in 
good faith of any such Order or Failure shall not constitute or be construed or deemed as a 
waiver by a party of Enforced Delay; and (4) the denial of an application, failure to issue, 
or suspension, termination, delay or interruption other than by or from Landlord, Maricopa 
County or the Chandler City Council or one of its departments, divisions, agencies, 
commissions or boards (collectively, a “Denial”) in the issuance or renewal of any permit, 
approval or consent required or necessary in connection with Tenant’s undertakings 
pursuant to this Agreement, if such Denial is not also the result of the failure to comply 
with Applicable Laws or to fully comply with the applicable application requirements by

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the party claiming the delay; provided that the contesting in good faith or the failure in 
good faith to contest any such Denial shall not constitute or be construed or deemed as a 
waiver by a Party of Enforced Delay. In no event will Enforced Delay include any delay 
resulting from general economic or market conditions, unavailability for any reason of 
particular tenants or purchasers of portions of the Project, nor from the unavailability for 
any reason of particular contractors, subcontractors, vendors, investors or lenders desired 
by Tenant in connection with the Project, it being agreed that Tenant will bear all risks of 
delay which are not Enforced Delay. In the event of the occurrence of any such Enforced 
Delay, the time or times for performance of the obligations of the party claiming delay 
shall be extended for a period of the Enforced Delay; provided that the party seeking the 
benefit of the provisions of this Section 28.1 shall, within thirty (30) days after such party 
knows of any such Enforced Delay, first notify the other party of the specific delay in 
writing and claim the right to an extension for the period of the Enforced Delay; provided, 
however, that either party’s failure to notify the other of an event constituting an Enforced 
Delay shall not alter, detract from or negate its character as an Enforced Delay if such event 
of Enforced Delay were not known or reasonably discoverable by such party. 
ARTICLE 29 — INTENTIONALLY OMITTED 
ARTICLE 30 — COMPLIANCE WITH ENVIRONMENTAL LAWS 
§ 30.1. Definitions.  
A. 
 “De Minimis Amounts” shall mean any Regulated Substance used, 
maintained, or stored by any party at the Premises in the ordinary course of business in 
such quantities and in a manner that (i) does not constitute a violation of any Environmental 
Law or require any reporting or disclosure under any Environmental Law; (ii) is consistent 
with product labeling; and (iii) is consistent with customary business practice for such 
operations in the state where the Property is located. 
B. 
“Environmental Condition”: (i) the Release of Regulated Substances; (ii) 
the violation of any Environmental Law; or (iii) the presence of Regulated Substances on, 
in, or under the Premises, whether at concentrations requiring remediation under any 
Environmental Law, or otherwise. 
C. 
“Environmental Laws”: Those laws promulgated for the protection of 
human health or the environment, including but not limited to the following as the same 
are amended from time to time: the Comprehensive Environmental Response, 
Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and 
Recovery Act, 42 U.S.C. § 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 
2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Clean Water Act, 
33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Arizona 
Environmental Quality Act, Title 49 of the Arizona Revised Statutes; the Occupational 
Safety and Health Act of 1970, as amended, 84 Stat. 1590, 29 U.S.C. §§ 651-678; Maricopa

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County Air Pollution Control Regulations; Title 41, and any so-called “Superfund” or 
“Superlien” law and the regulations promulgated thereunder and any other laws, 
regulations and ordinances (whether enacted by the local, county, state or federal 
government) now in effect or hereinafter enacted that deal with the regulation or protection 
of human health and the environment, including but not limited to the ambient air, ground 
water, surface water, and land use, including substrata soils. 
D. 
“Existing Environmental Condition”:  means any Environmental 
Condition in existence as of the Effective Date. 
E. 
“Regulated Substances”: 
A. 
Any substance identified or listed as a hazardous substance, 
pollutant, hazardous material, or petroleum in the Comprehensive Environmental 
Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Hazardous 
Materials Transportation Act, 49 U.S.C. § 1801 et seq., and in the regulations promulgated 
thereto; and Underground Storage Tanks, U.S.C. §§ 6991 to 6991i. 
B. 
“Hazardous wastes” as defined by the Resource Conservation and 
Recovery Act, 42 U.S.C. § 6901 et seq. 
C. 
Any substance identified or listed as a hazardous substance, 
pollutant, toxic pollutant, petroleum, or as a special or solid waste in the Arizona 
Environmental Quality Act, A.R.S. § 49-201 et seq.; including, but not limited to, the Water 
Quality Assurance Revolving Fund Act, A.R.S. § 49-281 et seq.; the Solid Waste 
Management Act, A.R.S. § 49-701 et seq.; the Underground Storage Tank Regulation Act, 
A.R.S. § 49-1001 et seq.; and Management of Special Waste, A.R.S. § 49-851 to 49-868. 
D. 
All substances, materials and wastes that are, or that become, 
regulated under, or that are classified as hazardous or toxic under any Environmental Law; 
petroleum, crude oil or fraction thereof; any radioactive material, including any source, 
special nuclear or by-product material as defined in 42 U.S.C. §2011 et seq. and 
amendments thereto and reauthorizations thereof; asbestos-containing materials in any 
form or condition; and polychlorinated biphenyls in any form or condition. 
F. 
“Release”: Any releasing, spilling, leaking, pumping, pouring, emitting, 
emptying, discharging, injecting, escaping, leaching, disposing, or dumping. 
§ 30.2. Compliance. From and after the Effective Date, Tenant shall, at Tenant’s 
own expense, comply with all present and hereinafter enacted Environmental Laws and 
any amendments thereto, affecting Tenant’s operation on the Premises. 
Tenant shall not cause or permit any Regulated Substance to be used, generated, 
manufactured, produced, stored, brought upon, or released on, or under the Premises, or

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transported to or from the Premises, by Tenant, its agents, employees, contractors, invitees 
or a third party in a manner that would constitute or result in a violation of any 
Environmental Law or that would give rise to liability under an Environmental Law, except 
for De Minimis Amounts. 
Tenant may provide for the treatment of certain discharges regulated under the 
pretreatment ordinances pursuant to any State of Arizona or municipal code or such other 
ordinances as may be promulgated and the Federal Clean Water Act, 33 U.S.C. § 1251 et 
seq.  The provisions of this Article 30 are intended to create a covenant running with the 
land and shall be binding upon the Landlord and the Tenant and each of their respective 
successors and assigns and all subsequent owners of the Premises and the Improvements, 
including, without limitation, any entity which succeeds to the Tenant's interest in the 
Premises and the Improvements. 
§30.3.  Responsibilities 
A. 
Responsibility of Tenant. Subject to Section 30.3.C. ., and except to the 
extent that an Existing Environmental Condition is aggravated or exacerbated by the 
negligence or willful misconduct (including acts or omissions) of the Tenant, its agents or 
contractors, the Tenant shall not be responsible under this Lease for any claims, losses, 
damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and 
orders, judgments, remedial action requirements, enforcement actions of any kind, and all 
costs and expenses incurred in connection therewith arising out of (i) any Existing 
Environmental Conditions; (ii) any activity by the Landlord or its agents or contractors 
carried on or undertaken on or off the Premises prior to the Effective Date in connection 
with the handling, treatment, removal, storage, decontamination, cleanup, transport or 
disposal of any Regulated Substances located or present on or under the Premises (except 
to the extent of any activity carried on or undertaken by or contracted for by the Tenant or 
its agents); or (iii) the failure of the Landlord or its agents or contractors prior to the 
Effective Date to comply with any Environmental Laws relating to the handling, treatment, 
presence, removal, storage, decontamination, cleanup, transportation or disposal of 
Regulated Substances into, on, under or from the Premises whether or not such failure to 
comply was known or knowable, discovered or discoverable prior to the Effective Date. 
B. 
Responsibility of Landlord. Subject to Section 30.3.C. , the Landlord shall 
not be responsible under this Lease for any claims, losses, damages, liabilities, fines, 
penalties, charges, administrative and judicial proceedings and orders, judgments, remedial 
action requirements, enforcement actions of any kind, and all costs and expenses incurred 
in connection therewith, arising out of (i) any activity by the Tenant or its agents or 
contractors carried on or undertaken on or off the Premises following the Effective Date in 
connection with the handling, treatment, removal, storage, decontamination, cleanup, 
transport or disposal of any hazardous substances located or present on or under the 
Premises (except to the extent of any activity carried on or undertaken by or contracted for 
by the Landlord or its agents and except to the extent that such activities relate to any

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Existing Environmental Condition); or (ii) the failure of the Tenant or its agents or 
contractors following the Effective Date to comply with any Environmental Laws relating 
to the handling, treatment, presence, removal, storage, decontamination, cleanup, 
transportation or disposal of hazardous substances into, on, under or from the Premises 
whether or not such failure to comply was known or knowable, discovered or discoverable 
following the Effective Date. 
C. 
Environmental Conditions Occurring After the Effective Date.  
Landlord and Tenant shall be jointly responsible (i.e., on a 50/50 basis) for the remediation 
of any Environmental Condition that occurs on the Premises after the Effective Date, unless 
such Environmental Condition is caused solely by Landlord or those for whom Landlord 
is legally liable, or is caused solely by Tenant or those for whom Tenant is legally liable, 
in which case, the party causing the Environmental Condition shall be solely responsible 
for all costs associated with the remediating the Environmental Condition, including, 
without limitation, any costs incurred by a third party (including the Investor Members or 
any Lender) as a result of such Environmental Condition. 
§ 30.4.  Indemnification. 
A.  
Subject to the limitations set forth in Section 30.4.K. and to the cost sharing 
provisions in Section 30.3.C., Tenant shall indemnify, defend and hold harmless, on 
demand, Landlord, its successors and assigns, its elected and appointed officials, 
employees, agents, boards, commissions, representatives, and attorneys (together, the 
“Landlord Indemnified Parties”), for, from and against any and all liabilities, obligations, 
damages, charges and expenses, penalties, suits, fines, claims, legal and investigation fees 
or costs, arising from or related to any claim or action for injury, liability, breach of 
warranty or representation, or damage to persons, property, the environment or the 
Premises and any and all claims or actions brought by any person, entity or governmental 
body, alleging or arising in connection with contamination of, or adverse effects on, human 
health, property or the environment pursuant to any violations of Environmental Law, the 
common law, or other statute, ordinance, rule, regulation, judgment or order of any 
governmental agency or judicial entity, which are incurred or assessed as a result, whether 
in part or in whole, of any use of the Premises by Tenant during the Term.  Regardless of 
the date of termination of this Lease, Tenant’s obligations and liabilities under this Section 
30.4 shall continue so long as the Landlord bears any liability or responsibility under the 
Environmental Laws for any use of the Premises during the Term. This indemnification of 
the Landlord Indemnified Parties by Tenant includes, without limitation, costs incurred in 
connection with any investigation of site conditions or any cleanup, remedial actions, 
removal or restoration work required or conducted by any federal, state or local 
governmental agency or political subdivision because of Regulated Substances located on 
the Premises or present in the soil or ground water on, or under the Premises. The parties 
agree that Landlord’s right to enforce this covenant to indemnify is not an adequate remedy 
at law for Tenant’s violation of any provision of this Article and that Landlord shall also

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have the rights set forth in this Article in addition to all other rights and remedies provided 
by law or otherwise provided for in this Lease. 
B. 
Without limiting the foregoing, if the presence of any Regulated Substance 
on, or under the Premises results in any contamination of the Premises or any adjacent real 
property during the Term, to the extent required by Environmental Law, Tenant shall 
promptly take all actions at its sole cost and expense as are necessary to mitigate any 
immediate threat to human health or the environment. Tenant shall then undertake any 
further action necessary to return the Premises or other property to the condition existing 
prior to the introduction of any Regulated Substance to the Premises; provided that 
Landlord’s written approval of such actions shall first be obtained, which shall not be 
unreasonably conditioned, withheld or delayed. Tenant shall undertake such actions 
without regard to the potential legal liability of any other person, however, any remedial 
activities by Tenant shall not be construed as to impair Tenant’s rights, if any, to seek 
contribution or indemnity from another person. 
C. 
Tenant shall, at Tenant’s own cost and expense, make all tests, reports, 
studies and provide all information to any appropriate governmental agency as may be 
required pursuant to the Environmental Laws pertaining to Tenant’s use of the Premises. 
This obligation includes but is not limited to any requirements for a site characterization, 
site assessment and/or a cleanup plan that may be necessary due to any actual or potential 
spills or discharges of Regulated Substances on, or under the Premises, during the Term. 
At no cost or expense to Landlord, Tenant shall promptly provide all information requested 
by Landlord pertaining to the applicability of the Environmental Laws to the Premises, to 
respond to any governmental investigation, or to respond to any claim of liability by third 
parties which is related to environmental contamination.  In addition, Landlord shall have 
the right to access, within ten (10) days of Tenant’s receipt of written request, and copy 
any and all records, test results, studies and/or other documentation, other than trade 
secrets, regarding environmental conditions relating to the use, storage, or treatment of 
Regulated Substances by the Tenant on, or under the Premises. 
D. 
Tenant shall immediately notify Landlord of any of the following: (1) any 
correspondence or communication from any governmental agency regarding the 
application of Environmental Laws to the Premises or Tenant’s use of the Premises, (2) 
any change in Tenant’s use of the Premises that will change or has the potential to change 
Tenant’s or Landlord’s obligations or liabilities under Environmental Laws, and (3) any 
assertion of a claim or other occurrence for which Tenant may incur an obligation under 
this Article 30. 
E.   
Tenant shall, at its own expense, obtain and comply with any permits or 
approvals that are required or may become required as a result of any use of the Premises 
by the Tenant, its agents, employees, contractors, invitees and assigns.

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F. 
Tenant shall obtain and maintain compliance with any applicable financial 
responsibility requirements of federal and/or state law regarding the ownership or operation 
of any underground storage tank(s) or any device used for the treatment or storage of a 
Regulated Substance and present evidence thereof to Landlord, as may be applicable. 
G. 
Subject to the cost sharing provisions in Section 30.3.C.,  Landlord shall 
indemnify and hold harmless Owner, its members, managers, employees, agents, officer, 
directors, shareholders, and each of their affiliates, successors and assigns from, any and 
all costs or liability arising out of Existing Environmental Conditions, except to the extent 
that an Existing Environmental Condition is aggravated or exacerbated by the negligence 
or willful misconduct (including acts or omissions) of the Tenant, its agents or contractors, 
the Tenant.  
§30.5.  Noncompliance. 
Tenant’s failure or the failure of its agents, employees, contractors, invitees or of a 
third party to comply with any of the requirements and obligations of this Article 30 or 
applicable Environmental Laws shall constitute a material default of this Lease. 
Notwithstanding any other provision in this Lease to the contrary, Landlord shall have the 
right of “self-help” or similar remedy in order to minimize any damages, expenses, 
penalties and related fees or costs, arising from or related to a violation of Environmental 
Laws on, or under the Premises, without waiving any of its rights under this Lease. The 
exercise by Landlord of any of its rights under this Article shall not release Tenant from 
any obligation it would otherwise have hereunder. 
The covenants in this Article 30 shall survive the expiration or earlier termination 
of this Lease.   
ARTICLE 31 - MISCELLANEOUS 
§ 31.1. Landlord Representations and Warranties.  Landlord hereby represents, 
warrants, covenants and agrees that (a) its execution of the Lease will not violate any 
agreement to which Landlord is a party; (b) there is no litigation pending against Landlord 
which would have a material impact on the Project, the Premises or Landlord's ability to 
perform its obligations under this Lease, or with respect to the Premises; (c) there is no 
pending taking of the Premises; (d) other than Tenant, there is no tenant who would have 
any right of claim to possession or use of the Premises; (e) there are no unpaid special 
assessments touching, concerning or relating to the Premises.   Landlord further represents 
and warrants that, as of the Effective Date, other than as disclosed in Final Phase 1 and 
other reports provided for diligence (the “Environmental Reports”): (a) there is not located 
on, in, about or under the Land any Regulated Substances on the Land; (b) there has not in 
the past been, and no present threat now exists of, a spill, discharge, emission or Release 
of a Regulated Substance in, upon, under, over or from the Land or from any other property 
which would have an impact on the Land; (c) the Land is not presently used, and has not

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in the past been used, as a landfill, dump, disposal facility or gasoline station, or for 
industrial, manufacturing or military purposes, or for the storage, generation, production, 
manufacture, processing, treatment, disposal, handling, transportation or deposit of any 
Regulated Substances; (d) the Land is in compliance with, and there are no past or present 
investigations, administrative proceedings, litigation, regulatory hearings or other actions 
completed, proposed, threatened or pending, alleging noncompliance with or violation of, 
any Environmental Law respecting the Land, or relating to any required environmental 
permits covering the Land; (e) there are not now, nor have there ever been, any above 
ground or underground storage tanks located in or under the Land, and any and all storage 
tanks disclosed in the Environmental Reports  have been registered and/or permitted as 
required by Environmental Law, and evidence of such registration and/or permitting has 
been given to Tenant; and (f) there are no wells on or under the Land. 
§ 31.2. Intentionally Deleted. 
§ 31.3. Exculpatory Provision. Tenant acknowledges that in the event of a default 
under this Lease, of any kind or nature whatsoever, Tenant shall look solely to Landlord 
for remedy or relief; and that no Chandler City Council Member, elected or appointed 
official, officer, agent, or employee of the City of Chandler shall be liable to Tenant, or 
any successor in interest to Tenant, including any subtenant, any Investor Member, or 
Lienholder, in any way due to a default by Landlord under this Lease. 
§ 31.4. HUD Use Agreement.  In addition to entering into this Lease, Landlord 
and Tenant also contemplate the provision of rental assistance to the Project pursuant to a 
Housing Assistance Payment Contract (“HAP Contract”).  If a HAP Contract is entered 
into pursuant to the RAD program, HUD will require Landlord and Tenant to enter into a 
RAD Use Agreement (“Use Agreement”) in connection with the provision of rental 
assistance to the Project.  Notwithstanding any other clause or provision in this Lease, upon 
execution of the Use Agreement and for so long as the Use Agreement is in effect, the 
following provisions shall apply: 
1. 
This Lease shall in all respects be subordinate to the Use Agreement. 
Subordination continues in effect with respect to any future amendment, 
extension, renewal, or any other modification of the Use Agreement or the 
Lease.   
2. 
If any of the provisions of this Lease conflict with the terms of the Use 
Agreement, the provisions of the Use Agreement shall control. 
3. 
The provisions in this 31.4 are required to be inserted into this Lease by 
HUD and may not be amended without HUD’s prior written approval. 
4. 
Violation of the Use Agreement constitutes a default of this Lease.

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5. 
Notwithstanding any other contract, document or other arrangement, upon 
termination of this Lease, title to the real property leased herein shall remain 
vested in the City of Chandler and title to the buildings, fixtures, 
improvements, trade fixtures and equipment that belong to Tenant shall vest 
in the City of Chandler. 
6. 
Neither Tenant nor any of its member or partners shall have the authority 
to: 
a. Take any action in violation of the Use Agreement; or 
b. Fail to renew the Hap Contract upon such terms and conditions 
applicable at the time of renewal when offered for renewal by the 
City of Chandler or HUD. 
 
7. 
Except to the extent permitted by the HAP Contract or Use Agreement and 
the normal operation of the Project, neither Tenant nor any of  its members 
or partners shall have the authority, without the consent of the City of 
Chandler, to sell, transfer, convey, assign, mortgage, pledge, sublease or 
otherwise dispose of, at any time, the Project  or any part thereof. 
 
 
[SIGNATURE PAGES FOLLOW]

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51330291 
SIGNATURE PAGE 1 OF 2 TO GROUND LEASE 
 
 
“TENANT” 
 
VILLAS ON MCQUEEN, LLC, an 
Arizona limited liability company 
 
By: Villas on McQueen MM, LLC, an 
 
Arizona limited liability company, its 
 
Managing Member 
 
By: GEC Villas on McQueen, LLC, a 
 
Wisconsin limited liability company, its 
 
Manager 
 
By: Gorman & Company, LLC, a 
 
Wisconsin limited liability company, its 
 
Manager 
 
 
By: 
 
 
 
 
 
 
 
Brian Swanton, President 
 
 
 
 
 
Signatures continue on following page.

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51330291
SIGNATURE PAGE 2 OF 2 TO GROUND LEASE 
“LANDLORD” 
CITY OF CHANDLER, an Arizona municipal corporation 
By:  
Name:   
Title:  City Manager 
Attest: 
By:  
Name:  
Title:  City Clerk 
Approved as to form: 
By:  
(Asst.) City Attorney

Exhibit A to Ground Lease 
 
Exhibit A to Ground Lease 
 
Legal Description of the Premises

Exhibit B to Ground Lease 
 
 
 
Exhibit B to Ground Lease 
 
Tenant Insurance Requirements 
 
The Tenant shall procure and maintain, or shall require its contractors, 
consultants, subcontractors and subconsultants (hereinafter referred to as "Contractors") 
to procure and maintain, until all of their respective obligations have been discharged, 
including any warranty periods, and all of Tenant's obligations under this Lease are 
satisfied, insurance against claims for injury to persons or damage to property which may 
arise from or in connection with the performance of the services on the Premises by the 
Tenant, its agents, representatives, employees or Contractors. 
 
If the Tenant does not self-perform some or all of the services outlined in this 
Lease, it is the Tenant's responsibility and obligation under this Lease to obtain the 
required insurance verification from its Contractors. All Contractor certificates of 
insurance must clearly identify that the following risks are covered. 
 
The insurance requirements herein are minimum requirements for this Lease and 
in no way limit the indemnity covenants contained in this Lease. 
 
The Landlord in no way warrants that the minimum limits contained herein are 
sufficient to protect the Tenant or its Contractors from liabilities that might arise out of 
the performance of services on the Premises by the Tenant, its agents, representatives, 
employees or Contractors. The Tenant and its Contractors are free to purchase such 
additional insurance as may be determined necessary. 
 
I. 
GENERAL REQUIREMENTS APPLICABLE TO ALL COVERAGES 
UNLESS OTHERWISE STATED. 
 
A. 
Minimum Scope and Limits of Insurance 
The Tenant and Contractors shall provide coverage with limits of liability not less 
than those stated below. An excess liability policy or umbrella liability policy may be 
used to meet the minimum liability requirements provided that the coverage is written on 
a "following form" basis. 
 
B. 
Additional Insurance Requirements: Required insurance policies shall 
include, or be endorsed to include the following provisions: 
1. On insurance policies where the Landlord is named as an additional 
insured, the Landlord shall be an additional insured to the full limits of 
liability purchased by the Tenant and Contractors even if those limits of 
liability are in excess of those required by this Lease.

Exhibit B to Ground Lease 
 
 
2. The Tenant's and Contractors' insurance coverage shall be primary 
insurance and non­contributory with respect to all other available sources. 
3. In the event that any professional liability insurance required by this Lease 
is written on a claims-made basis, any retroactive date under the policy shall 
precede the effective date of this Lease; and that either continuous coverage 
will be maintained or an extended discovery period will be exercised for a 
period of two (2) years beginning at the time services on the Premises are 
completed. 
4. Coverage may not be limited to liability assumed under the 
indemnification provisions of this agreement. 
5. The policies must contain a severability of interest clause and a waiver of 
subrogation against the Landlord, its officers, officials, agents, and employees 
for losses arising from work performed by Tenant. 
 
C. 
Notice of Cancellation: For each insurance policy required by the 
insurance provisions of this Lease, the Tenant must provide to the Landlord within 
ten (10) business days of receipt, a notice if a policy is suspended, voided or 
canceled for any reason. Such notice shall be mailed, e-mailed, hand delivered or 
sent via facsimile transmission directly to City of Chandler Housing and 
Redevelopment Division, Mail Stop 101, P.O. Box 4008, Chandler, AZ  
85244-4008. 
 
D. 
Acceptability Of Insurers: Insurance is to be placed with insurers duly 
licensed or authorized to do business in the state of Arizona and with an "A.M. 
Best" rating of not less than A-7 and legally authorized to do business in the State 
of Arizona.  Provided, however, that the A.M. Best rating requirement shall not be 
deemed to apply to Workers’ Compensation coverage.  The Landlord in no way 
warrants that the above-required minimum insurer rating is sufficient to protect 
the Tenant and Contractors from potential insurer insolvency. 
 
E. 
Verification Of Coverage: Tenant and Contractors must furnish the 
Landlord with certificates of insurance (ACORD form or equivalent approved by 
the Landlord) as required by this Lease. The certificates for each insurance policy 
are to be signed by a person authorized by that insurer to bind coverage on its 
behalf. 
 
All certificates and any required endorsements are to be received and approved by 
the Landlord before work commences. Each insurance policy required by this 
Lease must be in effect at or prior to commencement of services under this Lease 
and remain in effect for the duration of the project. Failure to maintain the 
insurance policies as required by this Lease or to provide evidence of renewal is a 
material breach of contract.

Exhibit B to Ground Lease 
 
 
All certificates required by this Lease shall be sent directly to City of Chandler 
Housing and Redevelopment Division, Mail Stop 101, P.O. Box 4008, 
Chandler, AZ  85244. The Landlord's project name (“Villas on McQueen”) shall 
be noted on the certificate of insurance. The Landlord reserves the right to require 
complete, certified copies of all insurance policies required by this Lease at any 
time.  
 
F. 
Contractors: The Tenant's certificate(s) shall include all Contractors as 
additional insureds under its policies. Contractors shall maintain separate 
insurance as determined by the Tenant; however, Contractor's limits of liability 
shall not be less than $1,000,000 per occurrence / $2,000,000 aggregate. 
 
G. 
Deductibles: The Tenant is responsible for the payment of all policy 
deductibles. 
 
II. 
TYPES OF COVERAGES REQUIRED FOR SPECIFIC ACTIVITIES, 
CONTRACTS AND SUBCONTRACTS 
 
A. 
DESIGN, SITE PREPARATION AND CONSTRUCTION PHASE: 
 
During the design, site preparation and construction phase of the Development, 
Tenant shall maintain and shall cause any of its Contractors providing services during 
this phase, including any warranty periods, to maintain insurance coverages and limits as 
described below. 
 
The insurance requirements may be satisfied with a Contractor Controlled 
Insurance Program ("CCIP"); however, those coverages and/or limits not provided by 
the CCIP must be provided by the Tenant and Contractors. 
 
1. 
Commercial General Liability - Occurrence Form 
Tenant's and Contractor's policy shall include bodily injury, property damage, 
broad form contractual liability, personal and advertising liability and XCU coverage and 
shall carry limits as follows.  No Contractor shall carry liability with limits less than 
$1,000,000 per occurrence and $2,000,000 in the aggregate. 
 
Contract/Subcontract Amount 
Minimum Required Liability Limits 
$25,000,000 to $50,000,000 
$10,000,000 occurrence/ $10,000,000 aggregate 
$10,000,000 to $25,000,000 
$5,000,000 occurrence/ $5,000,000 aggregate 
Less than $10,000,000 
$1,000,000 occurrence / $2,000,000 aggregate

Exhibit B to Ground Lease 
 
 
a. The Tenant's liability policies shall name the Landlord as an additional 
insured with respect to liability arising out of the activities performed by, 
or on behalf of the Tenant, including completed operations. 
b. Contractor's liability policies shall name the Tenant and the Landlord as 
additional insureds. 
 
2. 
Automobile Liability 
The Tenant and any Contractor using an owned, hired, or non-owned vehicle to 
perform services shall provide insurance including bodily injury and property damage 
coverage. 
 
Combined Single Limit (CSL) 
$1,000,000 
a. The policy shall be endorsed to include the following additional insured 
language: "The City of Chandler is named as an additional insured." 
 
3. 
Worker's Compensation and Employers' Liability 
If the Tenant has employees, evidence of Workers' Compensation insurance as 
described shall be provided. All Contractors providing services during the design, site 
preparation and construction phase must also provide Workers' Compensation insurance. 
 
Workers' Compensation: 
Employers' Liability: 
Statutory 
Each Accident 
$100,000 
Disease - Each Employee 
$100,000 
Disease - Policy Limit 
$500,000 
 
a. Policy shall contain a waiver of subrogation in favor of the Landlord. 
b. This requirement shall not apply when a Contractor is exempt under 
A.R.S. 23-901, AND when such Contractor executes the appropriate 
sole proprietor waiver form. 
4. 
Professional Liability (Errors and Omissions Liability) 
The Tenant shall carry or cause its Contractors to maintain professional liability 
insurance at the limits specified below if they are providing the following professional 
services during the design, site preparation and construction phase of the Development. 
All professional services providers shall carry professional liability insurance with limits 
of at least $1,000,000 per claim and $1,000,000 aggregate. 
 
Type of Service 
Required Limits 
Architectural/Engineering/Design 
$2,000,000 per claim $2,000,000 
aggregate 
Geotechnical Assessment/Consulting 
$2,000,000 per claim $2,000,000 
aggregate

Exhibit B to Ground Lease 
 
 
Consulting Services 
$1,000,000 per claim $1,000,000 
aggregate 
a. In the event that any professional liability insurance required by this 
Lease is written on a claims-made basis, any retroactive date under the 
policy shall precede the effective date of this Lease; and that either 
continuous coverage will be maintained or an extended discovery period 
will be exercised for a period of two (2) years beginning at the time 
services on the Premises are completed. 
 
5. 
Builders' Risk Insurance 
The Tenant shall provide, or cause its Contractor to provide, Builders Risk 
insurance for the construction of the Development in an amount equal to the full 
Development construction cost. The Tenant may require its General Contractor or 
Construction Manager at Risk to procure the Builders Risk insurance on the entire 
Development. 
a. Coverage shall be written on a special causes of loss (all risk) form, 
replacement cost value basis and shall include coverage for soft costs, 
flood and earth movement unless otherwise waived by the Landlord. 
b. If the policy is purchased by the General Contractor or Construction 
Manager at Risk, the Tenant must also be a named insured under the 
policy. 
c. A standard Lender's Loss Payable Endorsement naming the City of 
Chandler shall be endorsed onto the policy. 
d. A Permit to Occupy Endorsement shall be included if tenants can move 
in before construction is completed. 
e. The policy must provide coverage from the time any covered property 
becomes the responsibility of the Tenant, and continue without 
interruption during construction, renovation, or installation, including any 
time during which the covered property is being transported to the 
construction/installation site, or awaiting installation, whether on or off 
site. 
f. Policy shall contain a waiver of subrogation in favor of the Landlord. 
 
6. 
Contractor's Pollution Liability (Including Errors and Omissions) 
The following insurance requirements are applicable to the Tenant and all 
Contractors performing environmental services under this Lease for losses caused by 
pollution conditions that arise from the operations performed by or on behalf of the 
Tenant. Types of services that require this coverage include, but are not limited to, the 
following: 
 
• 
Environmental Assessment or Consulting Services 
• 
Environmental Testing Services 
• 
Environmental Remediation/Abatement Services

Exhibit B to Ground Lease 
 
 
• 
Environmental Engineering Services 
 
Per Occurrence  
$1,000,000 
General Aggregate 
$2,000,000 
 
a. The policy shall provide for complete professional service coverage, 
including coverage for pollution liability that is the result of a breach of 
professional duties. 
b. The policy shall provide for protection against claims for third-party 
bodily injury, property damage, natural resources damage or 
environmental damage caused by pollution conditions resulting from 
general contracting activities for which the Tenant and Contractor is 
legally liable. 
c. The policy shall provide for cleanup costs when mandated by 
governmental entities, when required by law, or as a result of third-party 
claims. 
d. The policy shall not contain an insured vs. insured exclusion with respect 
to the Landlord as an insured. 
e. The policy shall provide a waiver of subrogation in favor of the 
Landlord, and shall provide coverage for vicarious liability of all 
Contractors of the Tenant. 
f. The policy shall be endorsed to include the following additional insured 
language: "The City of Chandler is named as an additional insured with 
respect to liability arising out of the activities performed by, or on behalf 
of the Tenant and/or Contractor''. 
g. This Lease shall be an endorsed contract onto the policy. 
h. In the event that any professional liability insurance required by this 
Lease is written on a claims-made basis, any retroactive date under the 
policy shall precede the effective date of this Lease; and that either 
continuous coverage will be maintained or an extended discovery period 
will be exercised for a period of two (2) years beginning at the time 
services on the Premises are completed. 
 
7. 
Pollution Legal Liability (only if work involves the transportation of 
hazardous materials or regulated substances) (This coverage should be reviewed 
if/when presence of hazardous materials or regulated substances is identified.) 
If the Tenant requires the transportation of any hazardous material or regulated 
substances, the Tenant shall provide coverage or cause its Contractors to provide 
coverage with limits of at least: 
 
Per occurrence   
 
$1,000,000 
General Aggregate 
 
$2,000,000

Exhibit B to Ground Lease 
 
 
a. The policy shall be endorsed to include the following additional insured 
language: "The City of Chandler is named as an additional insured with 
respect to liability arising out of the activities performed by, or on behalf 
of the Tenant and/or Contractor". 
 
b. If the Tenant requires the transportation of any hazardous materials or 
regulated substances, then the policy shall provide coverage for claims 
resulting in bodily injury, property damage, natural resources damage, 
environmental damage or cleanup costs associated with a pollution 
condition from transported cargo. 
 
8. 
Pollution Legal Liability for Disposal Site Operator 
If the Tenant requires the disposal of any hazardous materials from the 
Development site, the Tenant shall obtain a certificate of insurance for Pollution Legal 
Liability from the disposal site operator. 
• 
Facilities that store hazardous materials or regulated substances 
• 
Facilities that accept, treat, store and dispose of hazardous waste 
• 
Disposal site / solid waste landfill operators 
• 
Incinerators 
• 
Water and waste-water treatment facilities/ operations 
• 
Certain types of recycling facilities that recycle metals, lead-acid 
batteries, used oil, etc. 
 
Per Occurrence  
$1,000,000 
General Aggregate 
$2,000,000 
 
III. 
OPERATIONAL PHASE (AFTER CONSTRUCTION IS COMPLETED) 
After construction is completed, the Tenant shall maintain or cause any of its 
Contractors performing services on the Premises to maintain for the duration of the Lease 
or until the Tenant has no further interest in the Development, insurance coverages and 
limits as described below. 
 
1. 
Commercial General Liability - Occurrence Form 
Policy shall include bodily injury, property damage and broad form contractual 
liability coverage for the ownership, operation and management of the completed 
Development and include coverage for premises, operations, independent contractors, 
products-completed operations, personal and advertising injury, and liability assumed 
under an insured contract. Policy shall include coverage for management operations on 
and off-site of the Development. 
 
• General Aggregate 
$4,000,000 
• Products - Completed Operations Aggregate 
$4,000,000 
• Personal and Advertising Injury 
$1,000,000

Exhibit B to Ground Lease 
 
 
• Each Occurrence 
$4,000,000 
• Fire Damage (Damage to Rented Premises) 
• Medical Expense 
$1,000,000 
$       5,000 
 
a. The policy shall include the Landlord as an additional insured with 
respect to liability arising out of ownership, operations, management or 
occupancy of the property subject to this Lease. 
 
2. 
Excess/Umbrella Liability 
 
• Per Occurrence 
$5,000,000 
• Aggregate 
$5,000,000 
 
3. 
Automobile Liability 
Bodily Injury and Property Damage for any owned, hired, and non-owned 
vehicles used in the performance of operational services under this Lease. 
 
• Combined Single Limit (CSL) 
$1,000,000 
 
4. 
Professional Liability (Errors and Omissions Liability) 
The Tenant shall carry or cause its Contractors to maintain professional liability 
insurance at the limits specified below if they are providing the following professional 
services during the operational phase of the Development. 
 
• 
Property Management Services 
• 
Realtor Services 
• 
Consulting Services 
• 
Financing Services 
• 
 
Each Claim  
 
 
 
$2,000,000 
Annual Aggregate 
 
 
$2,000,000 
 
a. In the event that any professional liability insurance required by this 
Lease is written on a claims-made basis, any retroactive date under the 
policy shall precede the effective date of this Lease; and that either 
continuous coverage will be maintained or an extended discovery period 
will be exercised for a period of two (2) years beginning at the time 
services on the Premises are completed. 
 
5. 
Worker's Compensation and Employers' Liability

Exhibit B to Ground Lease 
 
 
If the Tenant has employees, evidence of Workers' Compensation insurance as 
described shall be provided. All Contractors providing services during the Operational 
Phase must also provide Workers' Compensation insurance. 
 
Workers' Compensation   
 
 
Statutory 
Employers' Liability 
Each Accident 
 
 
 
 
$100,000 
Disease - Each Employee  
 
 
$100,000 
Disease - Policy Limit 
 
 
 
$500,000 
 
a. Policy shall contain a waiver of subrogation in favor of the Landlord. 
b. This requirement shall not apply when a Contractor is exempt under 
A.R.S. 23-901, AND when such Contractor executes the appropriate sole 
proprietor waiver form. 
 
6. 
All Risk Property Insurance 
The Tenant shall maintain or cause the Property Manager to maintain in effect 
property insurance for all improvements, sufficient to satisfy the requirements of all 
lenders including the Landlord, and including buildings, unattached structures, fencing, 
swimming pools, and playground equipment. Policy shall include: 
a. Special form all risk insurance including the perils of flood and 
earthquake, unless otherwise waived by the Landlord, which waiver shall 
not be unreasonably withheld. 
b. 100% replacement cost coverage. 
c. Mechanical Breakdown/Boiler and Machinery. 
d. Business Interruption/Loss of Rents Coverage. 
e. Lender's Loss Payable Endorsement naming the City of Chandler. 
f. The Tenant is responsible for any policy deductibles. 
g. Policy shall contain a waiver of subrogation in favor of the Landlord. 
 
7. 
Fidelity Bond or Crime Insurance 
The Tenant shall require its Property Manager to procure and maintain a fidelity 
bond or crime insurance policy as follows: 
a. The bond or policy shall be issued with limits equal to four (4) months 
maximum gross receipts. 
b. The bond or policy shall include coverage for all directors, officers, 
agents and employees of the Tenant and Property Manager. 
c. The bond or policy shall include coverage for third party fidelity 
protecting funds and property of the Tenant and the Landlord. 
d. The bond or policy shall include coverage for extended theft and 
mysterious disappearance. 
e. The bond or policy shall not contain a condition requiring an arrest and 
conviction.

Exhibit B to Ground Lease

Exhibit C to Ground Lease 
 
51330291 
 
Exhibit C to Ground Lease 
 
Encumbrances 
 
1. Rental Assistance Demonstration Use Agreement dated as of the date of this 
Lease, for the benefit of and agreed to by the United States Department of 
Housing and Urban Development, acting by and through the Secretary, his or her 
successors, assigns or designates, Landlord and Tenant. 
 
2. All other encumbrances on the Tenant’s title insurance policy issued by Stewart 
Title and Trust Insurance Company in connection with the Ground Lease.

Exhibit D to Ground Lease 
Exhibit D to Ground Lease 
 
Form of Memorandum of Ground Lease 
 
Prepared by and after recording, 
please mail to:  
 
Travys Harvey, Esq. 
Harvey Law PLLC 
7702 East Doubletree Ranch Road, Suite 300 
Scottsdale, AZ  85258 
 
 
MEMORANDUM OF GROUND LEASE 
 
 
THIS MEMORANDUM OF GROUND LEASE (this “Memorandum”) is 
made as of ______________,  2024 (the "Effective Date"), by and between the Villas on 
McQueen, LLC, an Arizona limited liability company, located at 200 North Main Street, 
Oregon, Wisconsin, 53575, Chandler, Arizona 85225 (hereinafter “Tenant”), and City of 
Chandler, Arizona, a municipal corporation of the State of Arizona, located at 175 South 
Arizona Avenue, Chandler, Arizona 85225 (hereinafter “Landlord”).  
 
WHEREAS, Landlord and Tenant have executed that certain Ground Lease dated 
as of the Effective Date (the “Ground Lease”) for the property more particularly described 
on Exhibit A attached hereto (the “Premises”). 
 
 
WHEREAS, the Landlord and Tenant wish to record this Memorandum in order to 
give constructive notice of the Ground Lease and of Landlord's and Tenant's interests and 
rights under the Ground Lease.  
 
 
NOW, THEREFORE, in consideration of the foregoing recitals, and for other good 
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 
Landlord and Tenant agree as follows: 
 
1. 
 All capitalized terms used in this Memorandum but not otherwise defined 
have the meaning given to them in the Ground Lease.  
 
2. 
The Term of the Lease commenced on the Effective Date and shall expire 
the day preceding the ninety-ninth (99th) anniversary of the Effective Date, unless the 
Ground Lease is extended or sooner terminated.

Exhibit D to Ground Lease 
3. 
Pursuant to Section 31.4 of the Ground Lease, the Ground Lease is 
subordinated to the Use Agreement in favor of HUD (each as defined in the Ground Lease).  
Such subordination is enforceable by HUD. 
 
4. 
The lease of the Premises by Landlord to Tenant shall be subject to all of 
the terms, covenants and conditions set forth in the Ground Lease, all of which are 
incorporated by reference in this Memorandum as though fully set forth herein.  In the 
event of any conflict between the terms, covenants and conditions of this Memorandum 
and the terms, covenants and conditions of the Ground Lease, the terms, covenants and 
conditions of the Ground Lease shall control.  Unless otherwise provided herein, 
capitalized words and terms in this Memorandum shall have the same meaning ascribed to 
such words and terms as in the Ground Lease. 
 
5. 
This Memorandum may be executed simultaneously or in two or more 
counterparts, each of which shall be deemed an original, but all of which together shall 
constitute one and the same instrument. 
 
 
 
[SIGNATURE PAGES FOLLOW]

Exhibit D to Ground Lease 
[SIGNATURE PAGE 1 OF 2 TO MEMORANDUM OF GROUND LEASE] 
 
“TENANT” 
 
VILLAS ON MCQUEEN, LLC, an 
Arizona limited liability company 
 
By: Villas on McQueen MM, LLC, an 
 
Arizona limited liability company, its 
 
Managing Member 
 
By: GEC Villas on McQueen, LLC, a 
 
Wisconsin limited liability company, its 
 
Manager 
 
By: Gorman & Company, LLC, a 
 
Wisconsin limited liability company, its 
 
Manager 
 
 
By: 
 
 
 
 
 
 
 
Brian Swanton, President 
STATE OF _________________ ) 
   
           ) 
COUNTY OF _______________ ) 
 
The foregoing instrument was acknowledged before me this ___ day of _________, 
2024, by ______________, the ____________ of Gorman & Company, LLC, a Wisconsin 
limited liability company, as Manager of GEC Villas on McQueen, LLC, a Wisconsin 
limited liability company, as Manager of Villas on McQueen MM, LLC, an Arizona 
limited liability company, as Managing Member of Villas on McQueen, LLC, an Arizona 
limited liability company, on behalf of said companies. 
 
 
 
 
Notary Public 
 
 
 
________________________________ 
Notary Expiration Date 
 
____________________________________ 
Signature of the Notary Public for the Tenant 
 
[STAMP/SEAL]

Exhibit D to Ground Lease

Exhibit D to Ground Lease 
 
[SIGNATURE PAGE 2 OF 2 TO MEMORANDUM OF GROUND LEASE] 
 
“LANDLORD” 
 
CITY OF CHANDLER, a political subdivision of the State of Arizona 
 
 
By:  
 
Name:   
 
 
 
 
 
 
 
Title:  City Manager 
 
Attest: 
 
By:  
 
Name:  
 
 
 
 
 
 
Title:  City Clerk 
 
Approved as to form: 
 
 
By:   
 
 
 
 
 
 
 
 
(Asst.) City Attorney 
 
 
STATE OF ARIZONA  
 
) 
 
 
)  ss 
County of Maricopa 
 
) 
 
 
On this the ________ day of _____________, 2024, before me, a Notary Public, personally 
appeared _____________________, as _______________ of City of Chandler, known to 
me or satisfactorily proven to be the person whose name is subscribed to this Memorandum 
of Lease and acknowledged that he/she executed the same.  If this person’s name is 
subscribed in a representative capacity, it is for the principal named and in the capacity 
indicated.  
 
 
________________________________ 
Notary Expiration Date 
 
____________________________________ 
Signature of the Notary Public for the 
Landlord 
 
[STAMP/SEAL]

Exhibit D to Ground Lease 
 
EXHIBIT A to Memorandum of Ground Lease 
 
Legal Description of the Premises

Schedule 17.7.C. 
 
Approved Loans Approved Loans 
 
Lender 
Approved Loan Amount 
Capital One 
 
Notice Address: 
Capital One, National Association 
299 Park Avenue, 14th Floor 
New York, New York 10171 
Attention:  Community Finance 
Portfolio Management 
 
With a copy to: 
 
Sidley Austin LLP 
787 Seventh Avenue  
New York, New York 10019 
Attention: Aviva Yakren, Esq. 
 
$30,000,000 Construction Loan (Bonds) 
$____________ Construction Loan (Taxable 
Loan) 
Cedar Rapids Bank and Trust Company 
Notice Address:  
 
Cedar Rapids Bank and Trust 
Company 
500 First Avenue Northeast 
Cedar Rapids, Iowa 52401 
Attention: Sam Kramer 
 
With a copy to: 
 
Winthrop & Weinstine, P.A.  
225 South Sixth Street, Suite 3500 
Minneapolis, Minnesota 55402 
Attention: Holly Stocker 
[$19,000,000] Permanent Loan (Bonds)

Lender 
Approved Loan Amount 
Cedar Rapids Bank and Trust 
 
Notice Address:  
 
Cedar Rapids Bank and Trust 
Company 
500 First Avenue Northeast 
Cedar Rapids, Iowa 52401 
Attention: Sam Kramer 
 
With a copy to: 
 
Winthrop & Weinstine, P.A.  
225 South Sixth Street, Suite 3500 
Minneapolis, Minnesota 55402 
Attention: Holly Stocker 
 
Obligations to Cedar Rapids Bank and Trust 
arising out of the ISDA 2002 Master 
Agreement and Schedule to the 2002 Master 
Agreement between Lessee and Cedar Rapids 
Bank and Trust, and related documents 
City of Chandler 
$415,056 HOME Loan (a “City Loan”) 
City of Chandler 
$1,578,385 HOME ARP Loan (a “City 
Loan”) 
City of Chandler 
$5,000,000 ARPA Loan (a “City Loan”) 
Arizona Department of Housing 
 
State of Arizona, Arizona Department 
      of Housing 
1110 West Washington Street, 
      Suite 280 
Phoenix, AZ  85007 
 
$4,000,000 SHTF Loan