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<br />NOW, THEREFORE, in consideration of the above recitals, which are hereby incorporated into this
<br />Lease by reference, and mutual covenants and agreements hereinafter contained, County, Agency
<br />and Tenant mutually agree to the following:
<br />ARTICLE
<br />DEFINITIONS
<br />1.1 Definitions: The following defined terms used in this Lease shall have the meanings set
<br />forth below. Other terms are defined in other provisions of this Lease, and shall have the definitions
<br />given to such terms in such other provisions.
<br />1.1.1. "Affiliate" shall mean, with respect to any person (which as used herein
<br />includes an individual, trust or entity), any other person which directly or indirectly through one or
<br />more intermediaries controls, or is controlled by, or is under common control with, such person.
<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. "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 />1.1.4. "Annual Operating Expenses" means all regular and customary annual
<br />expenses incurred in relation to the operation of the Premises, including the Improvements, as
<br />reflected on the annual budget that Tenant shall prepare and abide by each year during the Tenn of
<br />the loans made by the Agency, City, and County, separately, for the Improvements and for so long as
<br />Base Rent remains unpaid and outstanding, as approved in writing by the Lessor. Said Annual
<br />Operating Expenses shall include a reasonable property management and administrative fee, fees
<br />related to the tax credit syndication of the Premises, utility charges, operating and maintenance
<br />expenses, Project property taxes and Project insurance premiums, and such other costs as approved
<br />by the Lessor, in his/her reasonable discretion. Tenant will deliver an annual budget for the
<br />following year no later than December 1 for each year following issuance of a permanent certificate
<br />of occupancy for the Improvements. Lessor shall deliver any comments, or its approval to such
<br />operating budget within thirty (30) days of receipt thereof. If an operating budget for the following
<br />year has not been approved by Lessor and Tenant prior to January 1 of such year, the annual
<br />operating budget from the previous year shall apply until a new operating budget is approved.
<br />Notwithstanding the foregoing, in no event shall Annual Operating Expenses include any costs, fees,
<br />fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and
<br />accounting fees and expenses) which are due to or arising out of the Tenant's (A) breach or default of
<br />any mortgage loan, (B) fraudulent acts or willful misconduct or (C) breach or default under any other
<br />contract, lease or agreement pertaining to the Project. Annual Operating Expenses shall also not
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