Item 16 - Affordable Housing Project at 801, 807, 809 and 809 ½ E. Santa Ana Blvd

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Page | 8 9138-126780\1512539.3 3.2 Net Refinancing Proceeds. Any Net Refinancing Proceeds received by Tenant shall be used to pay the Agency Loan. Additionally, the Tenant’s right and obligation to use such Net Refinancing Proceeds to pay the Agency Loan is subject and subordinate to the rights of holders of any Leasehold Mortgages to control the use of such proceeds pursuant to the terms of their respective loan documents and any subordination agreement. Without limiting application of those loan documents, in no case shall Tenant be permitted to retain Net Refinancing Proceeds without the prior written consent of the Lessor, until full satisfaction of the unpaid Agency Loan. Notwithstanding the foregoing, this Section 3.2 shall not apply to (i) any Excluded Transfer or (ii) any Senior Loan or any financing described in Section 17.2. “Net Refinancing Proceeds” shall be defined as the proceeds from the refinancing of any loan approved by Lessor hereunder, net of all of the following: the amount of the financing which is satisfied out of such proceeds, closing costs, costs to rehabilitate the Project, including the costs necessary to obtain refinancing proceeds (such as consultant, legal and other consultant costs), the soft costs related to the rehabilitation of the Project (such as architecture, engineering and other consultant costs, and all required relocation costs), and all hard costs of the rehabilitation, all of which have been reviewed and reasonably approved by the Lessor. 3.3 Triple Net Rent. It is the intent of the Parties that all Rent shall be absolutely net to Lessor and that, except as otherwise provided herein, Tenant will pay all costs, charges, insurance premiums, taxes, utilities, expenses and assessments of every kind and nature in curred for, against or in connection with the Premises which arise or become due during the Term as a result of Tenant’s use and occupancy of the Premises. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the Parties, shall Agency be obligated or required to make any payment of any kind whatsoever or be under any other obligation or liability under this Lease except as expressly provided herein. 3.4 Insufficient Funds. If any payment of Rent or other fees made by check is returned due to insufficient funds or otherwise, the Agency shall have the right to require Tenant to make all subsequent Rent payments by cashier’s check, certified check or automated clearing house debit system. All Rent or other fees shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand. No payment by Tenant or receipt by the Agency of a lesser amount than the Rent or other fees due shall be dee med to be other than on account of the Rent or other fees due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and the Agency shall accept such check or payment without prejudice to ’s and Agency’s right to recover the balance of the Rent or other fees or pursue any other remedy available to the Agency in this Lease. 3.5 Reserved. 3.6 Additional Rent. 3.6.1. Additional Rent. During the Term, the Base Rent shall be absolutely net to the Agency so that all costs (including but not limited to Operating Costs and Utility Costs, as defined below), fees, taxes (including but not limited to Real Estate Taxes and Equipment Taxes, as defined below), charges, expenses, impositions, reimbursements, and obligations of every kind relating to the Premises shall be paid or discharged by Tenant as additional rent (“Additional Rent”). As more particularly set forth in Sections 3.6.3 and 3.6.6, below, Tenant has the right to pay under protest the foregoing Additional Rent, as applicable, and defend against the same. Any EXHIBIT 5