Health Net 2009 Annual Report Download - page 276

shall be payable until Tenant shall have recovered therefrom all of its commercially reasonable costs incurred by Tenant in
conjunction with such sublease, including but not limited to: brokerage commissions, reasonable improvement costs, reasonable
rent concessions, reasonable attorneys fees, and reasonable marketing fees; and
10.3.8 Excess Payment. In the event Tenant assigns this Lease, other than to a Tenant Affiliate, Tenant shall deliver to
Landlord 50% of any Excess Payment within thirty (30) days of Tenant’s receipt thereof pursuant to such assignment. As used
herein, “Excess Payment” shall mean the amount of payment received for such assignment of this Lease in excess of the Rent
payable by Tenant under this Lease; provided, however, that no Excess Payment shall be payable until Tenant shall have
recovered therefrom all of its commercially reasonable costs incurred by Tenant in conjunction with such assignment, including
but not limited to: brokerage commissions, rent concessions, reasonable attorneys fees, and reasonable marketing fees.
10.4 No Relief of Tenant. No subletting or assignment shall release Tenant of Tenant’s obligations under this Lease or
alter the liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The
acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this
Lease. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the
event of default by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof,
Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or
successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the
Lease with assignees of Tenant, after notifying Tenant, or any successor of Tenant, and after obtaining its or their consent and
any such actions shall not relieve Tenant of liability under this Lease.
11.1 Defense and Indemnity. The provisions of this Section 11.1 are in addition to indemnity provisions elsewhere in this
Lease. Subject to the provisions of Section 12.3 below and to the extent not funded and paid to Landlord by any insurance maintained
by Tenant, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, damages, liabilities, and
expenses (including reasonable attorneys’ fees) to the extent arising from Tenant’s use of the Premises or from any activity, work or
other thing done, permitted or suffered by Tenant in or about the Building or Land, and shall further indemnify, defend and hold
harmless Landlord against and from any and all claims to the extent arising from (i) any breach or default in the performance of any
obligation on Tenant’s part to be performed under the terms of this Lease, (ii) from any negligence or willful misconduct of Tenant,
or any officer, agent or employee of Tenant, (iii) any claim by any person that if brought against Tenant would be covered by the
workers’ compensation and employer’s liability insurance required to be carried by Tenant, and (iv) from all and against all
reasonable cost, attorney’s fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought
thereon, and, if any case, action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from
Landlord shall defend the same at Tenant’s expense by counsel selected by Tenant and approved in writing by Landlord such
approval not to be unreasonably withheld
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11. DEFENSE and INDEMNITY, WAIVERS, AND LIMITATIONS.