|
1.23 'Holder" means the holder of any Security Instrument.
<br />1.24 "Expressly Restricted Use" means any use fm': (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 the provision at' any health care services, (c) any schools, (d) any retail o
<br />restaurant uses, (e) any residential use, (f) any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type
<br />uses where office suites are maintained far individual rental, or (h) any occupancy density greater than the average occupancy density for office
<br />tenants of the Project -
<br />1.25 The "FMRR" of the Premises for a particular Extension Term (as defined in Schedule `I -I") or for a particular Leased First
<br />Right Space (as defined in Schedule ".I-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 Proect and/or Comparable
<br />Buildings have agreed to pay, in current anus -length, non -equity (i.e., not being offered equity in the building), transactions for comparable space (in
<br />terms of 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 Tenn (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 atter the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "J -2"A
<br />which rent per square foot shall take into account and make adjustment for the existence, timing 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 the 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 of operating 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, (c) any rent abatement or other tree 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 betaken 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 the 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 />(ii) to adjust the monthly installments of the Base Rent payable for the Extension Tenn 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 the amortized amount of die total dollar value of
<br />such Concessions, amortized on a straight line basis over the Extension Teri or the term of Tenant's lease of the Leased First Right Space, as
<br />applicable in which case the 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" mems, with respect to Hazardous Materials, any installation, handling, generation,
<br />storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, 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," "infections waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) that contains
<br />petroleum, crude oil or any fraction thereof,(iii) that contains polychlorinated biphenyls (PCB's); (iv) drat 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 eon'osive
<br />characteristics, as all such terms are used in their broadest sense.
<br />1.29 "Holdover Rental Rate" means an amount equal to one hundred fifty 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 the last month of the Term of this Lease.
<br />1.30 `Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions.
<br />1.31 `Initial Term" means the 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 the First day of any calendar month, for purposes of
<br />calculating the date on which the Initial Term is scheduled to expire (i.e., the Expiration Date for the Initial -form) and the timing of all scheduled
<br />increases in Base Rent during the Initial Term (but not for any other propose), the Commencement Date shall be deemed to be the first day of the
<br />calendar month following the Commencement Date.
<br />1.32 -'Institutional Owner Practices" means the practices Office majority of the institutional owners of institutional grade first-class
<br />office projects in Orange County, California.
<br />1.33 "Interest Rate" means an annual rate of interest equal to the Reference Rate plus two percent (2P").
<br />1.34 Landlord Default" is defined in Section 16.1 below.
<br />135 `Landlord Parties' means, collectivel), Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the
<br />Property Manager, and each of their Affiliates and all of their respective pannes, members, officers. managers. directors, trustces, employees,
<br />retirees, beneticruies, contractors (including internal investncM contractors), agents. advisors. mortgagees and ground lessors, agents, successors
<br />and assigns.
<br />�Y01 hf'C'ivie ('ewe, Dr —Gn, ofSneln Ann Lease ?-
<br />
|