Housing Consortium of the East Bay Ground Lease 20231030

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31 represents to Lessor as follows, which warranties, representations and covenants are true and correct as of the date of this Ground Lease: (a) Authority. Lessee has the right, power and authority to enter into this Ground Lease and the right, power and authority to comply with the terms, obligations, provisions and conditions contained in this Ground Lease; (b) No Breach of Obligations. The entry by Lessee into this Ground Lease and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreements to which Lessee is a party or by which it is bound; (c) Litigation. Lessee has received no written notice and has no actual knowledge of any litigation or action, pending or threatened, materially and adversely affecting Lessee’s ability to carry out its obligations hereunder; and (d) Bankruptcy. Lessee is not the subject of a pending or threatened bankruptcy proceeding. ARTICLE 12. EMINENT DOMAIN Section 12.1 Termination of Ground Lease. Lessor and Lessee agree that, in the event of a Taking such that Lessee reasonably determines that the Leased Premises cannot continue to be operated, at reasonable cost, for its then-current use, then this Ground Lease shall, at Lessee's sole option, terminate as of the date of the Taking. Section 12.2 Continuation of Ground Lease and Presumption of Restoration. Lessor and Lessee agree that, in the event of a Taking that does not result in the termination of this Ground Lease pursuant to Section 12.1 above, this Ground Lease shall continue in effect as to the remainder of the Leased Premises, and the Net Condemnation Award will be disbursed in accordance with Section 12.4 below to Lessor and Lessee, if the terms of the applicable Leasehold Mortgage so require, and shall be used so as to make the same a complete, unified and efficient operating unit as nearly as reasonably possible to the condition existing prior to the Taking. Section 12.3 Temporary Taking. If there shall be a temporary Taking with respect to all or any part of the Leased Premises or of Lessee's interest in this Ground Lease, then the Term shall not be reduced and Lessee shall continue to pay in full all Rents, impositions and other charges required herein, without reduction or abatement thereof at the times herein specified; provided, however, that Lessee shall not be required to perform such obligations that Lessee is prevented from performing by reason of such temporary Taking. Section 12.4 Apportionment of Award. If there is a Taking, whether whole or partial, Lessor and Lessee shall be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, taking into consideration Lessor's fee interest in the DocuSign Envelope ID: 6E2EA799-6D74-41E3-B3EE-3CD67DC0ACD0