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1.23 "11older" means the holder of any Security Instrument.
<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) offices of any health core professionals or for the provision of any health care services, (c) any schools, (d) mty retail or
<br />restaurant uses, (e) any residential use, (I) 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 die average occupancy density for office
<br />tenants of the Project.
<br />1.25 The "FhIRR" of the Premises for a particular Extension Teri (as defined in Schedule "14'7 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 have agreed to pay, in current arms -length, non -equity (Le„ not being offered equity in the building), transactions for comparable space (in
<br />ten» s of condition, floor location, view and Floor height) are comparable size (in terms of square feet of Rentable Area), for a semi equal to the
<br />Extension Term (or the temt 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 Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule 1-2'9),
<br />which rent per square foot shall take into account and make adjustment for die existence, tinting 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 die transaction In question hereunder or applicable to one or more of the 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 oroperating 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) the presence, amount or absence of brokerage commissions In either the subject transaction or the comparison
<br />transactions shall be disregarded, (e) 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 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 (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 />(fi) to adjust the monthly installments of the Base Rent payable for die Extension Tenn or with respect to the Leased First Right Spnce, as the case
<br />may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of
<br />such Concessions, amortized on a shoight line basis over the Extension Tenn or the term 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 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 />storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, tmnsponatfon, 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; (fi) that contains
<br />petroleum, crude oil or any fraction thereof, (if) that contains polychlorinated bfphenyls (PCB'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 toxic, reactive, ignitable or corrosive
<br />characteristics, as all such terns are used in their broadest sense.
<br />1.29 "Holdover Rental Rate" means an amount equal to one hundred tiny percent (150%) of the greater of (a) Landlord's Bien
<br />published asking rental rate or (b) the Base Rem and Additional Rent payable by Tenant to Landlord during time last month of the Term of this Lease.
<br />1.30 `Initial Premises" means the premises described in 11e . ofthe Basic Lease Provisions.
<br />1.31 "Initial Terns" means die period (which shall commence on the Commencement Date) that Is described in Item 3.3 of the Basic
<br />Lease Provisions; provided that if the Commencement Date shall occur on a day other than die first day of any calendar month, Fur purposes of
<br />calculating the date on which (lie Initial 'rem is scheduled to expire (i.e„ the Expiration Date for die initial Tenn) and the timing of all scheduled
<br />Increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the flrst day orthe
<br />calendar month following the Commencement Date.
<br />1.32 *'Institutional Owner Practices" means the practices of the majority ol'lhe institutional owners of institutional grade first-class
<br />office projects in Orange County, California.
<br />1.33 "1 merest Rrrto" menus an annual rate orinterest equal to the Reference Rate plus two percent (2%),
<br />1,34 "Landlord Default" is defined in Section 16.1 below.
<br />1.35 "Landlord Parties" means, collectively, Landlord, Ocean west Capital Partners, LLC, Fortress Investment Group, LLC, and the
<br />Property Manager, and each of their Affiliates and all or their respective partners. members, ufflcers. managers, directors, trustees, employees,
<br />retirees, heneticiaries, contractors (including interval investment contractors), agents, advisors. mortgagees and ground lessors, agents, successors
<br />and assigns.
<br />801 ii'Cipre Center Dr —City ufSnuln:Inu Lowe -2-
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