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i0a:11-111 a <br />1.1.45. "Project' shall mean the Improvements, and all related appurtenances, <br />constructed by Tenant on the Premises. <br />1.1.46. `Bent" shall mean and includes the County Base Rent, the Agency Base <br />Rent, and Additional Rent payable by Tenant under this Lease. <br />1.1.47. "Residual Receipts" means the Annual Project Revenue less (A) Annual <br />Operating Expenses (hereinafter defined), (B) obligated debt service on Leasehold Mortgages for the <br />funding of the improvements approved in writing by the Lessor at the closing of the construction <br />financing for the Improvements or as otherwise approved pursuant to Section 17.2, below, (C) <br />payment obligations approved in writing by the Lessor at the closing of the construction financing for <br />the Improvements, (D) Partnership Related Fees (including accrued by unpaid Partnership Related <br />Fees from the prior year or years), (E) repayment of loans, if any, made by Limited Partner to Tenant <br />for development and/or operating expense deficits on terms reasonably acceptable to Lessor, (F) <br />repayment of loans, if any, made by a general partner of Tenant solely for development and/or <br />operating expense deficits on terms reasonably acceptable to Lessor, (G) deferred developer fee, and <br />(H) scheduled deposits to reserves approved in writing by the Lessor at the closing of the <br />construction financing for the Improvements (or such higher reserve deposits as may be reasonably <br />required by any Leasehold Mortgagee). <br />1.1.48. `Risk Manager" shall mean the Manager of County Executive Office, Risk <br />Management, County of Orange, or designee, or upon written notice to Tenant, such other person as <br />may be designated by the Board of Supervisors and 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 by the City <br />Council. <br />1.1.49. "Taxes" is defined in Section 3.11.2. <br />1.1.51. "TCAC" is defined as the California Tax Credit Allocation Committee. <br />1.1.52. "Tenant Group" shall mean Tenant and Tenant's Affiliates, agents, <br />employees, members, officers, directors and attorneys. <br />1.1.53. "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 Transfer." <br />1.1.54. "Tenant's Partnership Agreement" shall mean Tenants Amended and <br />Restated Agreement of Limited Partnership dated as of <br />1.1.55. "Term" is defined in Section 2.2. <br />1.1.56. "Transfer" is defined in Section 10.1.1. <br />1.1.57. "Transfer Notice" is defined in Section 10.4. <br />Page 18 <br />