Health Net 2009 Annual Report Download - page 383

(iv) If Tenant obtains an arbitration award against Landlord which is not satisfied by Landlord within sixty (60) days of the
date upon which such award becomes final, Tenant may offset against monthly installments of Base Rent, until the entire
amount so awarded has been offset.
(v) Anything to the contrary contained in this Section 10(b) notwithstanding, any notice given by Tenant under this
Section 10(b) shall also be given to all Prior Lien holders (as defined in Section 26), the address of which Landlord has
previously notified Tenant in writing, by the same method and manner of delivery to Landlord, and if not so given, such notice
shall be deemed invalid and ineffective.
(c) Landlord’s Compliance With Laws. Subject to the provisions of Section 5 and to the extent not the obligation of Tenant
pursuant to the provisions of Section 12 below, Landlord shall perform such work as may be required to avoid the Project
(excluding the Premises or the premises leased to other tenants) being in violation of any federal, state and local laws,
regulations, codes or ordinances with which, and to the extent, the Project is actually required to comply, including, without
limitation, the Americans with Disabilities Act of 1990 (as the same may be amended from time to time). The foregoing
notwithstanding, Landlord shall not be deemed to have breached the obligations set forth in this Section 10(c) unless and until
Landlord has failed to perform the required work within the latest of: (i) a reasonable period following written notice of the
required work from Tenant (but only with respect to violations actually known by Tenant); (ii) a reasonable period following the
date upon which Landlord obtains actual knowledge of the required work; or (iii) a reasonable period following the date upon
which any administrative proceeding or litigation commenced by Landlord to object to the particular proposed requirement has
been finally determined against Landlord and becomes not subject to further appeal. Subject to the provisions of Sections 23 and
24(a) below, Landlord shall indemnify, defend and protect Tenant and hold Tenant harmless of and from any and all claims,
proceedings, loss, cost, damage, causes of action, liabilities, injury or expense arising out Landlord’s material breach of its
obligations under this Section 10(c), such indemnity to include, but without limitation, the obligation to provide all costs of
defense against any such claims; provided, however, that the foregoing indemnity shall not be applicable to claims, proceedings,
loss, cost, damage, causes of action, liabilities, injury or expense to the extent arising by reason of the active negligence or
willful misconduct of Tenant.
(d) Tenant’s Obligations. Tenant shall at its expense maintain, repair and replace all portions of the Premises and the
equipment or fixtures relating thereto, except to the extent specified in Section 10(a) above, at all times in good condition,
appearance and repair, all in accordance with the laws of the State of California and all health, fire, police and other ordinances,
regulations and directives of governmental agencies having jurisdiction over such matters. Tenant shall replace at Tenant’s sole
expense any glass that may be broken in the Premises, and, subject to the provisions of Section 20, elsewhere in the Building or
the Project if done through any fault or negligence of any of the Tenant Parties, with glass of the same size, specifications and
quality, with signs thereon, if required.
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