Health Net 2009 Annual Report Download - page 440

(i) were not approved in advance by Landlord, (ii) were not built in material conformance with the plans and specifications approved
by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by
Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to
remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold, condition or delay its approval
with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the
termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at
Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the
Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the
Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall
become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and
mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post
on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for
the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other
coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for
bodily injury or property damage during construction. Tenant shall pay to Landlord, as additional rent, the actual and reasonable costs
of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans,
specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master
Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In
addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual,
reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or
supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such
engineers and management personnel.
(c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work
performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within twenty (20) days
following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and
issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by
such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant
shall reimburse Landlord for all reasonable and actual amounts so paid by Landlord in connection therewith, together with all of
Landlord’s reasonable and actual costs and expenses, with interest thereon at the Default Rate (defined below). Tenant agrees to
indemnify, defend and hold Landlord, the Premises and the Project, harmless from all claims (including all costs and expenses of
defending against such claims) arising or alleged to arise from any act or omission of Tenant or Tenant’s agents, employees,
contractor, subcontractors, suppliers, materialmen, architects, designers, surveyors, engineers, consultants, laborers, or invitees, or
arising from any bodily injury or property damage occurring or alleged to have occurred incident to any of the work to be performed
by Tenant or its contractors or subcontractors with respect to the Premises, including the Tenant Improvements as set forth in Exhibit
B to this Lease. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of
this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.
(d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR
MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH
OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR
MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.
(a) Landlord shall keep the Common Areas of the Building and the Project in a clean and neat condition and repair and shall
operate the Building in the same manner as other similar class office buildings in the Portland, Oregon metropolitan area. Subject to
subparagraph (b) below, Landlord shall maintain and make all necessary repairs to (i) the structural portion of the Building, including
the exterior walls, exterior doors, exterior
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5. REPAIRS