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<br />Page | 2 <br />9138-126780\1512539.3 <br />1.1.2. “Agency” shall mean the Housing Authority of the City of Santa Ana, acting <br />as the Housing Successor Agency, a public body, corporate and politic, exercising governmental <br />functions and powers, and organized and existing under the California Redevelopment Law. The <br />principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. <br />“Agency” shall also refer to the City of Santa Ana where the context dictates, to the effect that the <br />City of Santa Ana shall have all rights granted to the Agency hereunder. <br />1.1.3. “Agency Loan” shall mean that certain loan made by Agency to Tenant <br />pursuant to the Agency Loan Agreement in the principal amount of One Million Six Hundred Fifty- <br />Six Thousand Nine Hundred Forty-Seven and No/100 Dollars ($1,656,947.00). <br />1.1.4. “Agency Loan Agreement” shall mean that certain Loan Agreement made <br />by Agency to Tenant dated as of ______________, which evidences the Agency Loan. <br />1.1.5. “Aggregate Transfer” shall refer to the total “Ownership Interest(s)” in <br />Tenant transferred or assigned in one transaction or a series of related transactions (other than an <br />Excluded Transfer) occurring since the latest of (a) the Effective Date, (b) the execution by Tenant of <br />this Lease, or (c) the most recent Tenant Ownership Change; provided, however, that there shall be <br />no double counting of successive transfers of the same interest in the case of a transaction or series of <br />related transactions involving successive transfers of the same interest. Isolated and unrelated <br />transfers shall not be treated as a series of related transactions for purposes of the definition of <br />“Aggregate Transfer.” <br />1.1.6. “Auditor-Controller" shall mean the Auditor-Controller, or designee, or <br />upon written notice to Tenant, such other person as may be designated by the Agency. <br />1.1.7. “Base Rent” shall mean $1.00 per year, payable on the Commencement Date <br />and on each anniversary thereof during the Term of this Lease. <br />1.1.8. “Certificate of Occupancy” shall mean a temporary or final certificate of <br />occupancy (or other equivalent entitlement, however designated) which entitles Tenant to commence <br />normal operation and occupancy of the Improvements. <br />1.1.9. “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 />1.1.10. “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 />1.1.11. “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 />1.1.12. “Contractor” shall mean Tenant’s general contractor for the construction of <br />the Improvements. <br />EXHIBIT 5