Health Net 2009 Annual Report Download - page 341

15.2 Attornment to SRP. The following provision, required to be contained in this Lease by the terms of the Salt River
Ground Lease, is binding on Tenant:
If the Ground Lease is terminated before the expiration of its Term, then, at the option of the Ground Lessor, either Tenant shall
attorn to the Ground Lessor or this Lease shall automatically terminate.
15.3 Attornment to BNY. The following provision, required to be contained in this Lease by the terms of the BNY
Leases, is binding on Tenant:
The Tenant hereunder agrees that this Lease is subject and subordinate to the lease or leases under which the Landlord
hereunder occupies the HQ #2 Land and the HQ #2 Improvements (the “Overlease”, with the landlord under the Overlease
and its successors and assigns in interest to the HQ #2 Land and the HQ #2 Improvements or this Lease being hereinafter
referred to as the “Overlandlord”), and that in the event of the termination of the Overlease or in the event the Overlandlord
terminates the Landlord’s right of possession under the Overlease (the date on which either such termination becomes
effective being referred to herein as the “Turnover Date”), the Tenant hereunder will attom to the Overlandlord and pay the
Overlandlord all of the rents and other monies required to be paid by the Tenant hereunder, and perform all of the terms,
covenants, conditions and obligations contained in this Lease, and the Overlandlord shall recognize Tenant hereunder; and
this Lease shall continue as a direct lease between the Tenant hereunder and Overlandlord upon all of the terms and
conditions hereof except that in no event shall Overlandlord have any obligation to perform any obligation of the Landlord
hereunder with respect to obligations of the Landlord hereunder accruing prior to the Turnover Date, and that any
obligations of Overlandlord (or any successor Overlandlord) hereunder arising after the Turnover Date shall be without
recourse to Overlandlord (other than the interest of the Overlandlord in the property demised by this Lease.)
15.4 Lender Protection. Upon a transfer in connection with foreclosure or trustee’s sale proceedings or in connection with
a default under an encumbrance, whether by deed to the holder of the encumbrance in lieu of foreclosure or otherwise, Tenant, if
requested, shall in writing attom to the transferee, but the transferee shall not be:
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(a) subject to any offsets or defenses which Tenant might have against Landlord;
(b) bound by any prepayment by Tenant of more than one month’s installment of rent;
(c) obligated to perform any construction obligations; or
(d) subject to any liability or obligation of Landlord except those arising after the transfer.