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EXHIBIT 1A
<br />1.23 "Haider" means the holder or any security instrument,
<br />1,24 "Expressly Restriclid Ilse" means any use for; (a) offices of any division, agency cr bureau of any foreign government or
<br />subdivision thereof, (b) offices of any health care protbsslonals or for Ilia provision or any health care services, (a) tiny schools, (d) ally retail or
<br />restsuran uses, (a) ally residential use, (1) any communications uses such as broadcasting radio and/or televislon stations, (g) "executive suite" type
<br />uses where office suites ado maintained for individual rental, or (h) any occupancy density grealer than die average occupancy, density for office
<br />tenants of the Project.
<br />1.25 The "FMRR" of the Premises for a particulnr Extension Term (as defined in Schedule ")-I") or for a particular Leased First
<br />Right Space (as defined in fichedule'7.2") for the term of Tenant's lease thereof, Shall be equal to the rent per square foot of Ranlable 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 die
<br />Project, that landlords of die Comparable Buildings have agreed to accept, and sophisticated nonaflilistM lenants of the Project and/or Comparable
<br />Buildings have agreed to pay, in currant anns-length, non -equity (i.e., not being offered equity in the building), transactions for comparable space (in
<br />taints or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the
<br />Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months
<br />hero to or after the first day artful Extension Term (or the applicable Offered Space Scheduled Commencement Dote (as defined in Schedule "7-2"1),
<br />which rent per square foot shall take into account and make adjustment for the existence, liming and amount of any increases Im rent following tern,
<br />con,moil coment in the comparison transactions, and shall at all times take into consideration and make adjustment for olI other material diffhrances in
<br />all terms, conditions or factors (appleallie to die transaction in question hereunder or applicable to one or more of die comparison transactions used
<br />to octal mine 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 Sallie manner as the same are payable hereunder (e.g., If this Is a nadifhed, 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 />aollmoncement of the transacion), (b) dale presence, amount or absence of brokerage commissions in either the subject transaction or the comparison
<br />transactions shall be disregarded, (a) any rent abatement or other lhee rent of any type provided )n comparison transactions for the period of the
<br />performmce of any tenant improvement work (Le., 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, than the value of ally existing improvements In ilia Premises (or the Leased First
<br />Right Space) shall also he accounted for In die calculation of the FMRR (provided that if in determining the FMRR for a subject transaction
<br />hereunder, it is determined tint free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, lit Landlord's sale
<br />option, elect all or any portion of the following. O to grunt some or all ofthe Concessions to Tenant as free rent or as an improvement allowance, a) -
<br />(if) to adjust the monthly installments of die Base Rent payable for die Extension Term, or with respect to the Leased First Right Space, as the case
<br />may be, to be an effective rental rate which tales into consideration and deducts from monthly rent the amortized amount of the total dollar value of
<br />such Concessions, amortized on a straight line basis over the Extension Ter, or die term of Tenant's tease of the Leased First Right Space, as
<br />applicable in which case die 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", "dandled", or "Flandling" means; with respect to Hazardous Materials, any installation, handling, generatiml,
<br />stornge, treaunent, use, disposal, discharge, release, manufacture, refineme;it, presence, migration, emission, abatement, removal, trnsporld(on, or
<br />any other activity of any type in connection with or Involving such Hazardous Materials.
<br />1.28 "l-lazardous Materials" means: (a) any material or substance: (1) that Is defined or that becomes defined as a Phezardous
<br />substance", "haznrdous waste," "infectious waste," "chemicnl mixture or substance," or "air pollutant" under Environmental Laws; (11) dint contains
<br />petroleum, crude oil or nny fraction thereof; (III) that contains polychlorinated biphenyla Q'CB's); (iv) that constitutes asbestos or asbestos -containing
<br />material; (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying loxlc, reactive, ignitable or corrosive
<br />clhcracterislies, us all such terns are used ill their broadest sense.
<br />1.29 "1Ioldover Rental 129t0" mums an amount equal to one hundred fifty percent (150016) or the greater of (a) Landlord's then
<br />published asking reoml rate a;, (b) die Base Rent and Additional Rent payable by Tenant to Landlord during tie last month of ilia Term orlhis Lease.
<br />1,30 "Initial Promises" means the premises describer) in Ltem 2.3 Of the Basic Lease Provisions,
<br />1.31 "initial Term" means the period (which shall commence oil the Commencement Date) that is described in heal 3.3 of the Basic
<br />Lease Provisions; provided that if Ilia Commencement Dale shall occur on a day other than the first day of any calender month, for purposes or
<br />calculating the date an which (lie Initial 'Penn is scheduled to expire (I,e„ the Expiration Date for the Initial Tech) slid the timing oron scheduled
<br />incivoses In Base Rent dur)ng the Initial Term (but not for any other purpose), the Commencement Date sl4l be deemed to be the first day orthe
<br />calendar month following the Commencement Date.
<br />1.32 "Institutional Owner Practices" meats the practices of the majority of the Institutional owners or Institutional grade first-class
<br />o lllre projects in Omnge County. Cnlifernia.
<br />1.33 "Intemst Rute" means an annual rate orlateres. equal to the Referencu Rate plus two percent (2eG,).
<br />1.34 "Landlord Default" is defined in Section 16.1 below.
<br />1.35 -Landlord Parties" means, uoll=0vcly, Landlord, Oceon %Vest Capital Partners, LLC, Fortress Investment Group, LLC, and the
<br />Property Malinger, and each of their AfflIIatos and all of their respeoli ve partners. members, aIT] cars. managers. dImc10ta, trustees, employees,
<br />retirees, beneliclaries, cmhh,ecturs (including internal Investment contractor), agents. advisors, mortgagees nod ground lessors, ugents, successors
<br />and assigns.
<br />TV lV Clvfr Center Dr— Ofy of Snnun Ann Uwe -2-
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