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<br />Page | 6 <br />9138-126780\1512539.3 <br />constructed by Tenant on the Premises. <br />1.1.40. “Rent” shall mean and includes the Base Rent and Additional Rent payable <br />by Tenant under this Lease. <br />1.1.41. “Risk Manager” shall mean the Risk Manager for the City of Santa Ana, or <br />designee, or upon written notice to Tenant, such other person as may be designated b y the City <br />Council. <br />1.1.42. “Senior Loan” shall have the meaning set forth in the Loan Agreement. <br />1.1.43. “Taxes” is defined in Section 3.11.2. <br />1.1.44. “Tenant Group” shall mean Tenant and Tenant’s Affiliates, agents, <br />employees, members, officers, directors and attorneys. <br />1.1.45. “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 Transfe r.” <br />1.1.46. “Term” is defined in Section 2.2. <br />1.1.47. “Transfer” is defined in Section 10.1.1. <br />1.1.48. “Transfer Notice” is defined in Section 10.4. <br />1.1.49. “Utility Costs” is defined in Section 3.4.1. <br />1.1.50. “Work” shall mean both Tenant’s construction activity with respect to the <br />Improvements, including permitted future changes, alterations and renovations thereto and also <br />including, without limiting the generality of the foregoing, site preparation, landscaping, installation <br />of utilities, street construction or improvement and grading o r filling in or on the Premises. <br /> <br />ARTICLE II <br />LEASE OF PROPERTY <br /> <br />2.1 Lease of Premises. <br />2.1.1. Lessor hereby leases the Premises to Tenant for the Term, and Tenant hereby <br />leases the Premises from Lessor for the Term, subject to the terms, conditions, covenants, restrictions <br />and reservations of this Lease. <br />2.1.2. Warranty of Peaceful Possession. Lessor covenants and warrants that, subject <br />to the Tenant’s payment of Rent and performance and observation of all of the covenants, obligations <br />and agreements herein contained and provided to Tenant, Tenant shall and may peaceably and <br />quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its <br />rights hereunder. Except as otherwise set forth herein, the Lessor covenants and agrees that they <br />shall not grant any mortgage or lien on or in respect of its fee interest in the Premises unless the same <br />is expressly subject and subordinate to this Lease or any New Lease. <br />EXHIBIT 5