Health Net 2009 Annual Report Download - page 403

(i) In the event that the Project or any portion thereof (except the Premises) is contaminated by Hazardous Materials and
such Hazardous Materials were not first brought onto the Project by Landlord or Tenant or their respective agents, employees or
contractors, Landlord shall use such efforts as a reasonable and prudent person would use in the circumstances to remediate as
required by law, or to cause other potentially responsible parties to remediate as required by law, any contamination of the
Common Area of the Project by Hazardous Materials as to which it is not the responsibility of Tenant to perform remediation.
Where there are other potentially responsible parties who may bear responsibility for all or a portion of any required
remediation, Landlord shall use such efforts as a reasonable and prudent person would regard as economically justified to use to
cause such parties to perform that responsibility. The obligations of Landlord set forth in this Section 25(f)(i) shall be a part of
the obligations of Landlord to repair the Common Areas set forth in Section 10(a).
(ii) In the event that such Hazardous Materials were first brought onto the Project by Landlord or its agents, employees or
contractors, then Landlord shall immediately remediate such contamination at its expense to the full extent required by
applicable law.
(iii) Subject to the provisions of Sections 25(a), 25(b), 25(c), 25(d), 25(e) and 46(e), Landlord releases Tenant from any
liability for, waives all claims against Tenant and shall indemnify, defend and hold harmless Tenant, its officers, employees, and
agents, against any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and costs
incurred in defending against the same, arising from any actions by any governmental agency for clean up of Hazardous
Materials on or under the Project, including costs of legal proceedings, investigation, clean up, monitoring, and restoration,
including reasonable attorney’s fees, if, and only to the extent, the: (i) Hazardous Materials occur on or under the Project;
(ii) Hazardous Material was not possessed, released or disposed of by Tenant or by any Tenant Party; and (iii) the contamination
occurred prior to the first to occur of the North Wing Commencement Date, Second Floor South Wing Commencement Date or
Third Floor South Wing Commencement Date. Also subject to the provisions of Sections 25(a), 25(b), 25(c), 25(d), 25(e) and 46
(e), and additionally subject to Section 5, Landlord releases Tenant from any liability for, waives all claims against Tenant and
shall indemnify, defend and hold harmless Tenant, its officers, employees, and agents, against any and all claims, liabilities,
damages, costs and expenses, including reasonable attorneys’ fees and costs incurred in defending against the same, arising from
any actions by any governmental agency for clean up of Hazardous Materials on or under the Project, including costs of legal
proceedings, investigation, clean up, monitoring, and restoration, including reasonable attorney’s fees, but excluding any
contamination of the Project to the extent caused (i) by the initial release, disposal, use or storage of Hazardous Materials in, on
or about the Project by Tenant or any Tenant Party, and (ii) as a result of the active or passive negligence or willful misconduct
of Tenant or any Tenant Party.
(iv) Nothing in this Section 25(f) shall, however, be deemed to prohibit Landlord from contesting in administrative and
judicial proceedings any requirement of law for the performance of remediation.
26. SUBORDINATION. Tenant agrees that this Lease is and shall be subordinate to any mortgage, deed of trust, ground lease or
underlying lease (hereinafter “Prior Lien”) that may heretofore or hereafter be placed upon the Project or the Building, and all
renewals, replacements
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