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EXHIBIT 1 D
<br />1,23 "holder"In eons the holderof any Security I monorail,
<br />1.24 "Expressly Restricted Use" means tiny use for: (a) offices of any division, agency or bureau of any foreign government or
<br />subdivision thereof, (b) offices of any health core professionals or for tine provision of any health care services, (a) any schools, (d) any retail or
<br />rostauront uses, (a) any residential use, (I) any commuufcatimis uses such as broadcasting radio and/ar television stations, (g) "executive suite" type
<br />uses where office suites are trnlntaimed for individual rental, or (h) any occupancy density greater than die average occupancy density for office
<br />tenarus orthe Project.
<br />1.25 The "FMRR" of the Promises for a particular Extension Teri (as defined In 1 i ". ") or for a particular Loosed First
<br />Right Space (as defined in Schedule J-2' for the term of Tennnl's lease dieroof, shall be equal to the rent per square fact of Rentable Arco dint
<br />Landlord has agreed to accept, or If Landlord determines that there has not been a reasonable number of current comparable transactions In die
<br />Project, that landlords oftlie Comparable Buildings have agreed to accept, and sophisticated nonaflilisled tenants of the Project end/or Comparable
<br />Buildings have agreed to pay, in current erns -length, nomequily (i.e., not being offered equity in the building), transactions for comparable space (In
<br />leans or condition, floor locahimn, view and floor height) of a comparable size (in terms of square fact of Rentable Area), for a lens equal to the
<br />Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement date within six (6) months
<br />before or after die first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Data (as defined in Schedule "J•2"I),
<br />which rent per square fool shall take into account and make adjustment for die existence, liming and amount of any increases in rent following term
<br />commencement in the comparison transactions, and shall at ali times take [tiro consideration and make odlustment for all other material differences in
<br />all harms, conditions or factors (applicable to die humiliation in question hereunder or applicable to one or more of the comparison transactions used
<br />to determine the FMRR) that a sophisticated lernint or sophisticated landlord would believe would have a material Impact on a "fair market rental"
<br />determination; provided, however, that: (a) the rant far oil comparison transactions shall be adjusted to reflect payment of operntng expenses and
<br />real estate taxes In the same manner 03 the same are payable hereunder (e.g„ If this is a modified, toll service gross lease, the rent for all comparison
<br />transnotoas 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 o f the transaction), (b) the presence, amount or absence of brokerage commissions In either Ilse subject transaction or the comparison
<br />transactions shall be disregarded, (a) any rant abatement or other free rant of any type provided hl comparison transactions for the period of the
<br />perrohnnncet of any tenant improvement work (i.e., any "constivMion 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 Leased First
<br />Right Space) shall also be accounted for In the calculation of the FMRR (provided that if in determining die FMRR for a subject transaction
<br />hereunder, it is determined that free rent or cash allowances (collectvely, "Concessions") should be gamed, Landlord may, at Landlord's sale
<br />option, elect all or any portion of ilia foilowing: (i) to grant some or all of the Concessions to Tarrant as free rent or as an improvement allowance, or
<br />(if) to adjust the monthly installments of die Base Rent payable for die Extension Temt or with respect to the Leased First flight Space, as the case
<br />may be, to be an effective rental rate which takes into consideration mad deducts from monthly rent tie amortized amount oftlie total dollar value of
<br />such Concessions, amortized on a stroight line basis over the Extension Term or the [aim of Tenant's lease of the Leased First Right Space, as
<br />applicable in which case die Concessions so anntu fized shall not be provided to Tenant).
<br />1.26 "Force Majemve Events" means events described in Section 17.5 below.
<br />1.27 "klandle", "Handled", or "}handling" means, with respect to Hazardous Materials, any installation, handling, generation,
<br />storage, frcauneot, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or
<br />any other activity ofeny type In connection with or involving such Hazardous Materials. '
<br />1.28 "Hazardous Materials" means: (a) any material or substance: (1) that Is defined or flint becomes defined as a :'hazardous
<br />substance", "hazardous waste," "infectious waste," "chemical mixture or substance," nr "air pollutant" under Environmental Laws; (11) dint contains
<br />petsolenn, crude oil or any fraction thereof; (fin) anal contains polychlorinated biphenyls Q'CB's); (iv) that constitutes asbestos or ssbestoa-containing
<br />material; (v) Chun is radioactive; or (vi) that IS InfaCtnlla; or (b) any odner material or substance displaying toxic, reactive, ignitable or corrosive
<br />characteristics, as all such terns are used in their broadest sense.
<br />1.29 "Holdover Rental Bute" means an amount equal to one hundred tiny percent (i5o%) or rho granter of (a) Landlord's than
<br />published asking rental rate or (b) die Base Rent and Additional Rent payable by Tenant to Landlord during the lust month of the Tenn of this Lease.
<br />1,30 "Initial Premises" means the premises described in Ire i ofthe Basic Lease Provisions,
<br />1.31 "Initial Terri" means die period (which shall commence on the Commencement Date) that is deserf is d in train 3.3 of the Basic
<br />Lease Provisions; provided that if Ilse Commencement Date all atI occur on a day other than the first. duy of any calendar month, for purposes or
<br />calculating the dote on which line Initial Tarim is scheduled to expire (i.e., the Expiration Date fur the Initial Terri) slid the timing craft scheduled
<br />incieuses In Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the flair day of the
<br />calendar month following ilia Commencement Date.
<br />1.32 "lnatftttlonaf Owner Practfeea" means the practices of ilia ingjority of the institutional owners of institutional grade first-class
<br />Office projects in Orange C'uunty, Cslif'ornia.
<br />1.33 "Incrust Rate" means an annual rate orliloaresl equal to the Reference Rate plus two percent (n.).
<br />1.34 "Landlord Default" Is defined in Section 16.1 below.
<br />IX "Landlord Parties" mantis, collectively, Landlord, Occur West Capltni Partners, LLC, Fortress Investment Croup, LLC, mid the
<br />Property Manager, and each of their Affiliates and off of their respective partners, members, officers. mnnageis. chocters, trustees, employees,
<br />retirees, beneficiaries, emluvctors (including internal Investment controctors), agents. advisors. wortgagam snit ground lessors, agents, successors
<br />and assigns,
<br />.?Or a'CGdr Center Dr-Cip1 of SnaM Ann Lere•e -2.
<br />80A-330
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