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

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Page | 18 9138-126780\1512539.3 accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. 5.6.4. All specific purposes and costs for which Tenant desires to utilize amounts from the Replacement Reserve Fund shall be at Tenant’s reasonable discretion and subject to Lessor's written approval as provided for in Section 5.6.9, below. Tenant shall furnish to the Lessor applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Replacement Reserve Fund. 5.6.5. The Replacement Reserve Fund shall be held in an account established with a Lender acceptable to the Lessor, into which deposits shall be made by Tenant pursuant to Section 5.6.8, below. 5.6.6. Tenant shall have the right to partly or fully satisfy the Replacement Reserve Fund obligations of this Section 5.6 with capital improvement reserves (or replacement reserves) required by Tenant's Leasehold Mortgagees, as long as such capital improvement reserves or replacement reserves are in all material respects administered and utilized in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.6. 5.6.7. In the event of default by Tenant and the early termination of this Lease, the Lessor shall have full access to the Replacement Reserve Fund, provided the Tenant’s Leasehold Mortgagee does not use it within a reasonable time for the purposes stated in this Section 5.6; provided, however, that Lessor’s rights under this Section 5.6.7 are hereby made subject and subordinate to the lien of each Leasehold Mortgage. 5.6.8. From and after the issuance of the Certificate of Occupancy, Tenant shall make an annual deposit to the Replacement Reserve Fund in an amount no less than $500 per unit per year by no later than December 31 of each year. All interest and earnings on the Replacement Reserve Fund shall be added to the Replacement Reserve Fund, but shall not be treated as a credit against the Replacement Reserve Fund deposits required to be made by Tenant pursuant to this Section 5.6. 5.6.9. Disbursements shall be made from the Replacement Reserve Fund only for costs which satisfy the requirements of this Section 5.6. For the purpose of obtaining the Lessor's prior approval of any Replacement Reserve Fund disbursements, Tenant shall submit to the Lessor on an annual calendar year basis a capital expenditure plan for the upcoming year which details the amount and purpose of anticipated Replacement Reserve Fund expenditures (“Capital Improvement Plan”). Lessor shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre-approved by Lessor (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Lessor for the Lessor's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Replacement Reserve Fund with contemporaneous or prior (if possible) written notice to the Lessor and provide applicable documentation to the Lessor thereafter for EXHIBIT 5