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<br />Page | 7 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />corporation, real estate investment trust, pension trust or real estate mortgage investment conduit; or <br />(b) some other type of lender engaged in the business of making commercial loans, provided that <br />such other type of lender has total assets of at least $2,000,000 and capital/statutory surplus or <br />shareholder’s equity of at least $500,000,000 (or a substantially similar financial capacity if the <br />foregoing tests are not applicable to such type of lender); or (c) a local, state or federal governmental <br />entity, including but not limited to HCD, which provides predevelopment, acquisition, construction <br />and/or permanent financing for Tenant’s acquisition and development of the Property. <br /> <br />1.1.34. “Lessor’s Interest” shall mean all of County’s and Agency’s interests in the <br />real property, the Premises, this Lease as tenants-in-common and their existing and reversionary <br />interest in the real property, Premises, as well as the Improvements upon the expiration of the Term <br />or earlier termination thereof. <br /> <br />1.1.35. “Lessor Parties” shall mean, collectively and individually, the County, the <br />Agency and their respective Affiliates, governing boards, agents, employees, members, officers, <br />directors and attorneys. <br /> <br />1.1.36. “Limited Partner” shall mean any limited partner or investor member (and <br />its successors and/or assigns) of Tenant and shall include all references to “investor” in this Ground <br />Lease. <br />1.1.37. “Net Refinancing Proceeds” is defined in Section 3.2. <br /> <br />1.1.38. “Net Syndication Proceeds” is defined in Section 3.2. <br /> <br />1.1.39. “New Lease” is defined in Section 17.7.1. <br /> <br />1.1.40. “Operating Costs” is defined in Section 3.4.13.6.5. <br /> <br /> <br /> <br />1.1.41. “Trust” shall mean Orange County Housing Finance Trust, a California <br />public agency formed pursuant to California Government Code section 6500, et. seq. <br /> <br />1.1.42. “Ownership Interests” shall mean the share(s) of stock, partnership <br />interests, membership interests, other equity interests or any other direct or indirect ownership <br />interests in Tenant, regardless of the form of ownership and regardless of whether such interests are <br />owned directly or through one or more layers of constituent partnerships, corporations, limited <br />liability companies, or trusts. <br /> <br />1.1.421.1.43. “Partnership Related Fees” shall mean the following fees of Tenant <br />(or partners thereof pursuant to Tenant’s Partnership Agreement) which are actually paid including: <br /> <br />(i) a limited partner asset management fee payable to the Limited Partner in the <br />annual amount of $5,000 (increased annually by 3%); and <br /> <br />(ii) partnership management fee (administrative and/or managing general partner) <br />payable to the general partners of Tenant in the aggregate annual amount of $20,00020,000 <br />(increased annually by 3%). <br />Commented [LP7]: Per LPA, this fee starts at $25,000 <br />annually, increasing by 3% thereafter. Need to confirm <br />initial amount. <br />EXHIBIT 11