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EXHIBIT 3
<br />1.23 •'flakier"mcans the holder aronysecurityinatmment•
<br />1,24 "Expressly Restricted Use" means any use for: (a) offices of Any division, agency or bureau of any foreign government or
<br />subdivision thereof, (b) offices of any health care professionals or for Ilia provision of any health care services, (a) tiny schools, (d) Any retail or
<br />restaurant uses, (a) any residential use, (0 any communionthms uses such as brondcosling rndio and/or television stations, (g) "executive suite" type
<br />uses where ofilce aultes are nhnhntalned for Individual rental, or (h) any occupancy density greater than ilia average Occupancy density for office
<br />tenants of the Project
<br />1,25 The " FNIRR" of the Prenlses for a particuinr Extension Terns (as defined In Schedule "J.1") or for a particular Leased First
<br />Right Space (As defined in 5chedule "J.Troe the term of Tenant's lease thereof, shall be equal to the rent per square Root 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 die
<br />Project, that landlords of lie Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project end/or Comparable
<br />Buildings have agreed to pay, lit current arts -length, nomeqully (i.e., not being offered equity in the building), transactions for comparable space (in
<br />tams or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a teen equal to the
<br />Extension Term (or the teal 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 flee Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "1.2"1),
<br />which rent per square Plot shall take into account and make adjustment for the existence, timing and amount of any increases In rent following term
<br />commencement in die 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 Ilic transaction in question hereunder or applicable to one at, more of die comparison transactions used
<br />to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact an 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 hi the same manner As the same are payable hereunder (e.g., if this Is a modified, fill 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 orthe transaction), (b) flee 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 free rent of oily type provided in comparison transactions for the period of the
<br />perromrance 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 may existing improvements in lha Premises (or the Leased First
<br />Right Space) shall also he accounted for in tie calculation of the FMRR (provided that if In determining die FMRR for a subject transaction
<br />hereunder, it is determined that *He rent or cash allowances (collectively, "Concessions") should be granted, Lnndlm•d may, at Landlord's sale
<br />option, elect all or any portion of the following: (1) to groat some or all of the Concessions to Tenant as free rent or as an improvement allowance, or
<br />(H) to Adjust Brae monthly installments of the Bose Rent payable for die Extension Tom) or with respect to the Leased First Right Space, as the case
<br />may be, to be an effective rental rate which takes into consideration and deducts from monthly rent die amortized amount of the total dollar value of
<br />such Concessions, amortized on a straight line basis over the Extension Tern or the turn of Tenant's lease 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 MajeureEvents" means events described in Section 11.5 below.
<br />1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any instalhuion, handling, generation,
<br />storage, trenunent, use, disposal, discharge, release, manufacture, refinement, p•asence, migration, emission, abatement, removal, tmnsportnlion, 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: (1) 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; (li) that contains
<br />Petroleum, crude oil or any fraction thereof; (111) that contains polychlorinated bipheAy19 Q'CB's); (iv) that constitutes Asbestos or asbesms-containing
<br />material; (v) dint is radioactive; or (vi) that is Infectious; or (b) any otter material or suh3wrice displaying toxic, reactive, ignitable or corrosive
<br />characteristics, ns All such terms we used is their brandest sense.
<br />1.29 "iloldover Rental Bate" means an amount equal to one hundred filly percent (150%) of the greater of, (a) Landlord's then
<br />published asking rental rate or (b) the Base Rent and Additional Rent payable by Tenant to Landlord during Ilia last month afthe Term or this Lease.
<br />1.30 "Initial Premises" moons the premises described in Item_ ,2.3 of the Basle Lease Provisions•
<br />1.31 "initial Term" means die period (which shall commence on the Commencement Date) that is deseriied in Item 3.3 of the Bodc
<br />Louse Provislons; provided that if Ilio Commencement Dale shall occur on a day other than the frst day of tiny calendar month, for purposes or
<br />calculming the date on wlliele tine Inhial Term is scheduled to expire (I,e., the Expiration Date for tine Initial Temi) and the timing or All scheduled
<br />increases In Base Rent during the Initial Term (but not for oily other purpose), ilia Conurencement Date shall be deemed to be the first day of the
<br />enlendar month fallowing the Commencement Date.
<br />1.32 "Instittitimull Owner Practices" means the practices of the majority urthe Institutional owners ot•inslitutional grade first-class
<br />alike ill glects• in Orange County, California.
<br />L33 "Interest Rate° means An annual rate or Interest equal to (lie Reference Rate plus two percent
<br />1.34 "Landlord Default"is defined in Section 16.1 below,
<br />1.35 -Landlord Parties" means, collectively, Landlord, Ocemh West Capital Partners, LLC, Fortress InveatnleiL Group, LLC, and the
<br />Property Manager, and each aI' their Affiliates And all of their respective pm•tncis. member, officers, managers. directors, trustees, employees,
<br />retirees, beneliciarics, ennu•nelors (including internal luvestnie it contractors), agents, advisors. mortgugnes and ground lessors, Agents, successors
<br />Hall assigns.
<br />401 n'CBdr Coder Dr -Cho, afSaara: Inn Larne -2.
<br />80A-661
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