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1.23 "11 alder" means the holder of any Security Instranend
<br />1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau or any foreign government or
<br />subdivision thereof, (b) olHces of any health care professionals or for the provision of any health care services, (c) any schools, (d) any retail or
<br />restaurant uses, (a) any residential use, (() any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type
<br />uses where office suites are maintained for individual rental, or (h) any occupancy density greater than tie average occupancy density for office
<br />tenants of the Project
<br />1.25 The "FIVI RR" of tie Premises for a particular Extension Term (as defined In SchedaIe J-I") or for a particular Leased First
<br />Right Space (as defined in Schedule J-2'for the term of Tenant's lease thereof, shall be equal to the rent per square foot of Rentable Area that
<br />Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in the
<br />Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable
<br />Buildings hove agreed to pay, in current arms -length, non -equity (Le,, not being offered equity in the building), transactions for comparable space (in
<br />terms of condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a tens equal to the
<br />Extension Term (or the Loma of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months
<br />before or after the first day of the Extension Tema (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "J-2"J),
<br />which rent per square foot shall lake into account and make adjustment for tie existence, timing and amount of any increases in rent following term
<br />commencement in the comparison transactions, and shall at all times take into consideration and make adjustment for all other material differences in
<br />all terms; conditions or factors (applicable to the transaction in question hereunder or applicable to one or more of tie comparison transactions used
<br />to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact on a "fair market rental"
<br />determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operating expenses and
<br />real estate taxes in the same manner as the same are payable hereunder (e.g., if this is a modified, full service gross lease, the rent for all comparison
<br />transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of
<br />commencement of the transaction), (b) die presence, amount or absence of brokerage commissions in either the subject transaction or the comparison
<br />transactions shall be disregarded, (c) any rent abatement or other free rent of any type provided in comparison transactions for the period of the
<br />performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance
<br />provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the teased First
<br />Right Space) shall also be accounted for in die calculation of the FMRR (provided that if in determining the FMRR for a subject transaction
<br />hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sale
<br />option, elect all or any portion of the following: (i) to grant some or all of the Concessions to Tenant as free rent or as an improvement allowance, or
<br />(1i) to adjust die monthly installments of the Base Rent payable for die Extension Term or with respect to the teased First Right Space, as the case
<br />may be, to be an effective rental rate which takes into consideration and deducts fi-om monthly rent the amortized amount of the total dollar value of
<br />such Concessions, amortized on a straight line basis over the Extension Tern or tie term or Tenant's lease of the Leased First Right Space, as
<br />applicable in which case tie Concessions so amortized shall not be provided to Tenant).
<br />1,26 "Force Majeure Events" means events described in Section 17.5 below.
<br />1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any installation, handling, generation,
<br />stornge, trcaurnent, use, disposal, discharge, release, manufacture, refinement, pmsence, migration, emission, abatement, removal, transportation, or
<br />any other activity of any type in connection with or involving such Hazardous Materials.
<br />1.28 "Hazardous Materials" means: (a) any material or substance: (i) that is defined or that becomes defined as a'.hazardous
<br />substance', "hazardous waste," "infectious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) that contains
<br />petroleum, crude oil or any fraction thereof; (iii) that contains polychlorinated biphenyls (PCB's); (iv) that constitutes asbestos or asbestos -containing
<br />naleriul: (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive
<br />dileacwt islics, as all such terms Ore used in their broadest sense.
<br />1.29 "Holdover Rental Rate" means an amount equal to one hundred filly percent (150%) of the grouter of (a) Landlord's then
<br />published asking rental rate or (b) die Base Rent and Additions; Rent payable by Tenant to Landlord daring the last month of the Term orthis Lease.
<br />1.30 "Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions.
<br />1.31 "Initial Term" means tie period (which shall commence on the Commencement Date) that is described in Item 3.3 of the Basic
<br />Louse Provisions; provided that if the Commencement Date shall occur on a day other than the first day of oily calendar month, for purposes of
<br />calculating the date inn which the Initial Tenn is scheduled to expire (i,e., the Expiration Date for the Initial Tenn) and the timing of all scheduled
<br />increases in Base Rent during the Initial Term (but not for oily other purpose), the Commencement Date shall be deemed to be the first day or the
<br />calendar month following the Commencement Date.
<br />1.32 "Institutional Owner Practices" means the practices of the majority of the institutional owners of institutional grade first-class
<br />ofice projects in Orange County, California.
<br />1-13 AInterest Rate" means all annual rate of interest equal to the Reference Rate plus two percent (20%,).
<br />1,34 "Laufiord Default" is defined in Section 16.1 below,
<br />1.35 '"Landlord Parties" means, collectively, Landlord, Occan West Capital Partners, I.I.C. Fortress Investment Group, LLC, and the
<br />Properly Manager, and each at' their Affiliates and all of their respective paTners. mmmbers, officers. managers. directors, trustees, employces,
<br />retirees, beneficiaries, contractors (including internal investmcut contractors), agents. advisors. morwugees and ground lessors- agents, successors
<br />and assigns.
<br />801 a'Ovic Center Dr— Cin, of Swum Ann Lane -2-
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