Health Net 2009 Annual Report Download - page 404

and extensions thereof. If any Prior Lien holder wishes to have this Lease prior to its Prior Lien, then and in such event, upon such
Prior Lien holder’s notifying Tenant to that effect, this Lease shall be deemed prior to the Prior Lien. If any ground lease or
underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is
made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to
Landlord, provided that such successor in interest recognizes the interest of Tenant under this Lease if no default under this Lease
then exists. Within fifteen (15) days of presentation, Tenant shall execute any documents which any such Prior Lien holder may
require to effectuate the provisions of this Section 26. As a condition of any such subordination, however, the holder of or beneficiary
under any such encumbrance shall agree in an executed, acknowledged and recorded non-disturbance agreement which provides that
Tenant shall not be disturbed in its possession, except as may be consequent on an Event of Default, nor shall the obligations of
Tenant be enlarged or its rights abridged hereunder by reason of any such mortgage or deed of trust or lease, save and except that the
lender and any person acquiring title by reason of a foreclosure sale or an exercise of a power of sale or by deed expressly in lieu of
foreclosure shall not: (i) have any liability for any act, omission, default or breach by Landlord under this Lease occurring prior to the
time of such acquisition by such lender or person (provided such act, omission, default or breach does not constitute a continuing
default that survives any such acquisition); (ii) be subject to any claim or offset which Tenant may have had against Landlord; (iii) be
bound by any payment of rent or any part thereof more than one month in advance; (iv) be bound by any amendment or modification
to this Lease made after such subordination and without the written consent of such lender; (v) be obligated for the return of any
security deposit or other thing of value given to Landlord to secure the performance by Tenant of its obligations under this Lease or
any one or more of such obligations, except to the extent actually received from or credited by Landlord; (vi) be required to perform,
or liable for the failure to perform, the obligations of Landlord with respect to construction of improvements; and (vii) be obligated to
perform any repair or restoration of the Project or the Premises required as a result of any damage, destruction or condemnation,
except to the extent that insurance proceeds or condemnation awards received by such lender or person are sufficient to fully pay the
cost of such repair or restoration. The foregoing provisions of this Section 26 to the contrary notwithstanding, concurrently with
Landlord’s execution of this Lease, Landlord shall, with respect to each existing Prior Lien holder, provide Tenant with a non-
disturbance agreement which provides that Tenant shall not be disturbed in its possession, except as may be consequent on an Event
of Default, nor shall the obligations of Tenant be enlarged or its rights abridged hereunder by reason of any such mortgage or deed of
trust or lease, save and except that the lender and any person acquiring title by reason of a foreclosure sale or an exercise of a power
of sale or by deed expressly in lieu of foreclosure shall not: (i) have any liability for any act, omission, default or breach by Landlord
under this Lease occurring prior to the time of such acquisition by such lender or person; (ii) be subject to any claim or offset which
Tenant may have had against Landlord (provided such act, omission, default or breach does not constitute a continuing default that
survives any such acquisition); (iii) be bound by any payment of rent or any part thereof more than one month in advance; (iv) be
bound by any amendment or modification to this Lease made after such subordination and without the written consent of such lender;
(v) be obligated for the return of any security deposit or other thing of value given to Landlord to secure the performance by Tenant o
f
its obligations under this Lease or any one or more of such obligations; (vi) be required to perform, or liable for the failure to perform,
the obligations of Landlord with respect to construction of improvements; and, (vii) be obligated to
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