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<br />Page | 8 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />1.1.431.1.44. “Person” shall include firms, associations, partnerships, joint ventures, <br />trusts, corporations and other legal entities, including public or governmental bodies, agencies or <br />instrumentalities, as well as natural persons. <br /> <br />1.1.441.1.45. “Premises” shall mean that certain real property containing <br />approximately 2.28 acres of undeveloped land in the City, together with all easements, rights and <br />privileges appurtenant thereto, to be leased to Tenant pursuant to this Lease and on which Tenant <br />intends to construct the Improvements. The legal description of the Premises is attached hereto as <br />Exhibit A. A rendering showing the approximate boundaries of the Premises is attached hereto as <br />Exhibit A-1. <br /> <br />1.1.451.1.46. “Project” shall mean the Improvements, and all related <br />appurtenances, constructed by Tenant on the Premises. <br /> <br />1.1.461.1.47. “Rent” shall mean and includes the County Base Rent, the Agency <br />Base Rent, and Additional Rent payable by Tenant under this Lease. <br /> <br />1.1.471.1.48. “Residual Receipts” means the Annual Project Revenue less (A) <br />Annual Operating Expenses (hereinafter defined), (B) obligated debt service on Leasehold <br />Mortgages for the funding of the Improvements approved in writing by the Lessor at the closing of <br />the construction and permanent financing for the Improvements or as permitted hereunder or <br />otherwise approved pursuant to Section 17.2, below, (C) payment obligations approved in writing by <br />the Lessor at the closing of the construction financing for the Improvements, (D) Partnership Related <br />Fees (including accrued by unpaid Partnership Related Fees from the prior year or years), (E) <br />repayment of loans, if any, made by Limited Partner to Tenant for development and/or operating <br />expense deficits on terms reasonably acceptable to Lessor, (F) repayment of loans, if any, made by a <br />general partner of Tenant solely for development and/or operating expense deficits on terms <br />reasonably acceptable to Lessor, (G) deferred developer fee, and (H) scheduled deposits to reserves <br />approved in writing by the Lessor at the closing of the construction financing for the Improvements <br />(or such higher reserve deposits as may be required under Leasehold Mortgagee’s loan documents <br />executed at the construction loan closing or as reasonably required by any Leasehold Mortgagee). <br /> <br />1.1.481.1.49. “Risk Manager” shall mean the Manager of County Executive Office, <br />Risk Management, County of Orange, or designee, or upon written notice to Tenant, such other <br />person as may be designated by the Board of Supervisors and the Risk Manager for the City of Santa <br />Ana, or designee, or upon written notice to Tenant, such other person as may be designated by the <br />City Council. <br /> <br />1.1.491.1.50. “Taxes” is defined in Section 3.11.2. <br /> <br />1.1.51. “TCAC” is defined as the California Tax Credit Allocation Committee. <br /> <br />1.1.52. “Tenant Group” shall mean Tenant and Tenant’s Affiliates, agents, <br />employees, members, officers, directors and attorneys. <br /> <br />1.1.53. “Tenant Ownership Change” shall mean (a) any transfer or assignment by <br />Tenant of the Leasehold Estate or (b) any “Aggregate Transfer” of at least twenty five percent (25%) <br />of the “Ownership Interest(s)” in Tenant, in each case that is not an “Excluded Transfer.” <br />Commented [ST8]: We need to know that the CCRC <br />reserve payments required under their documents (signed <br />at construction loan closing) are approved if higher than <br />what is under here. <br />EXHIBIT 11