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1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein
<br />and made a part hereof) and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted
<br />and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Project.
<br />1.62 "Security Deposit" means a cash security deposit in the amount specified in Item 6 of the Basic lease Provisions.
<br />1.63 "Security Instruments", means, collectively: (a) all present and future ground leases and master leases of all or any part of the
<br />Project, Building or Premises; (b) present and future mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises;
<br />(c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of
<br />any such ground leases, master leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Project, Building or
<br />Premises.
<br />1.64 "Substantial Completion" (and "Substantially Complete") is defined in the Work Letter.
<br />1.65 "Taking" is defined in Section 13.2.
<br />1.66 "faking Date' is defined in Section 13.2.
<br />1.67 "Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions.
<br />1.68 "Tenant" means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other
<br />Tenant's) interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Article I I of this Lease.
<br />1.69 "Tenant Delays" is defined in the Work Letter.
<br />1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the
<br />Work Letter (if any).
<br />1.71 "Tenant Parties" -means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective contractors,
<br />clients, officers, directors, employees, agents, and invitees (each of which shall be a "Tenant Party").
<br />-1.72 ' "Tenant's Hazardous.Materials" means any Hazardous Materials that become present in, on, under or about the Project as a
<br />result of any act or omission of Tenant or any other Tenant Party.
<br />1.73 "Tenant's Personal Property" means ail of Tenant's (and the other Tenant Parties') office furniture, business and personal trade
<br />fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cabling and other items
<br />of personal property.
<br />1.74 "Term" means and shall refer to the Initial Tenn as it may be extended pursuant to Schedule "7-I" of Exhibit "T', attached hereto
<br />and/or pursuant to the written agreement of Landlord and Tenant.
<br />1.75 "Transfer" means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the
<br />Lease, (e) any other agreement or arrangement: (f) that permits a third parry (other than Tenant's employees and occasional guests) to occupy or use
<br />any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's
<br />interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in Tenant.
<br />1.76 "Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the
<br />applicable Proposed Transfer Space; (c) includes current financial statements of the proposed Transferee certified by an officer, partner or owner
<br />thereof; (d) describes the nature of such Transferee's business and proposed use of the Proposed Transfer Space; (e) the proposed effective date of
<br />the proposed Transfer; and (f) all of the principal terns of the proposed Transfer.
<br />1.77 "Transfer Profits" means, with respect to any particular month and any particular Transfer, an amount equal to: (a) all rent,
<br />additional rent or other consideration payable by or on behalf of such Transferee during or with respect to such month in connection with the Transfer
<br />minus (b) the sum of: (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 4_3 of this Lease during or with respect to the
<br />same month and (ii) all out of pocket costs reasonably incurred by Tenant in connection with such Transfer (such as brokerage commissions and/or
<br />improvement allowances), amortized on a straight line basis over the term of such Transfer.
<br />1.78 "Transferee" means any Person to whom a Transfer is made.
<br />1.79 "Unreserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in the areas of
<br />the Parking Facilities designated by Landlord therefor.
<br />1.80 "Work Letter" means the Tenant Work Lotter (if any) attached hereto as Exhibit "C".
<br />Terms in initial capitals that are not defined in Article I shall have the meanings given to them elsewhere in this Lease.
<br />ARTICLE 2— LEASE OF PREMISES: COMMON AREAS: PARKING; SIGNS
<br />2.1 Lease of Premises; Access; Outet Enfovrnent.
<br />801 WClvlc Center Dr—City of Santa Ana Lease -4-
<br />25B-11
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