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<br />Page | 4 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />1.1.11. “City” shall mean the City of Santa Ana, California, a charter city and <br />municipal corporation. “City” shall also refer to the Agency where the context dictates, to the effect <br />that the Agency shall have all the rights granted to the City hereunder. “City Council” shall mean <br />the City Council of the City of Santa Ana. <br /> <br />1.1.12. “Claims” shall mean liens, claims, demands, suits, judgments, liabilities, <br />damages, fines, losses, penalties, costs and expenses (including without limitation reasonable <br />attorneys' fees and expert witness costs, and costs of suit), and sums reasonably paid in settlement of <br />any of the foregoing. <br /> <br />1.1.13. “Commencement Date” shall mean the date on which a Certificate of <br />Occupancy is issued for the Project, and on which the Term shall commence and Base Rent shall <br />become due and payable. <br /> <br />1.1.14. “Contractor” shall mean Tenant’s general contractor for the construction of <br />the Improvements. <br /> <br />1.1.15. “County” shall mean the County of Orange, a political subdivision of the <br />State of California. <br /> <br />1.1.16. “Effective Date” is defined in the introductory paragraph to this Lease and is <br />the date on which the Tenant is entitled to commence construction pursuant to Article V, below . <br /> <br />1.1.17. “Event of Default” is defined in Section 11.1. <br /> <br />1.1.18. “Excluded Transfer” shall mean any of the following: <br /> <br />(a) A transfer by any direct or indirect partner, shareholder, or member of <br />Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or <br />indirect owner in Tenant’s ownership structure) as of the Effective Date or the date on which a <br />Tenant Ownership Change occurred as to the interest transferred, to any other direct or indirect <br />partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited <br />liability company that is a direct or indirect owner in Tenant’s ownership structure) as of the <br />Effective Date, including in each case to or from a trust for the benefit of the immediate family of <br />any direct or indirect partner or member of Tenant who is an individual; <br /> <br />(b) A transfer of an Ownership Interest in Tenant or in constituent entities of <br />Tenant (i) to a member of the immediate family of the transferor (which for purposes of this Lease <br />shall be limited to the transferor’s spouse, children, parents, siblings, and grandchildren); (ii) to a <br />trust for the benefit of a member of the immediate family of the transferor; (iii) from such a trust or <br />any trust that is an owner in a constituent entity of Tenant as of the Effective Date, to the settlor or <br />beneficiaries of such trust or to one or more other trusts created by or for the benefit of any of the <br />foregoing persons, whether any such transfer described in this subsection is the result of gift, devise, <br />intestate succession, or operation of law; or (iv) in connection with a pledge by any partners or <br />members of a constituent entity of Tenant to an affiliate of such partner or member; <br /> <br />(c) A transfer of a direct or indirect interest resulting from public trading in <br />the stock or securities of an entity, when such entity is a corporation or other entity whose stock <br />Commented [ST3]: We need the ground lease in effect <br />concurrent or before closing in order to close the loan. <br />Must be a hard date on or before the closing date. <br />Commented [ST4]: We <br />Commented [ST5]: <br />EXHIBIT 11