Health Net 2009 Annual Report Download - page 441

locks on exterior doors and windows of the Building, the foundation, floor/ceiling slabs, roof, exterior glass and mullions, columns,
beams and shafts (including elevator shafts), (ii) the Common Areas, including stairs, parking areas, stairwells, escalators, elevator
cabs, plazas, pavement, sidewalks, curbs, entrances, landscaping, artwork, sculptures, washrooms, mechanical, electrical and
telephone closets in all public areas and (iii) public corridors and other public areas of the Project not constituting a portion of any
tenant’s premises (collectively the “Landlord Obligations”) and shall keep all Building standard equipment used by Tenant in
common with other tenants and the mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems serving the
Common Areas (the “Building Systems”) in good condition and repair and to replace same at the end of such equipment’s normal and
useful life, reasonable wear and tear and casualty loss excepted. Except as expressly provided in Paragraph 7(f) and Paragraph 9 of
this Lease, there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s
business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises, the Building or the
Project. Except as otherwise specifically provided in this Lease, Tenant waives the right to make repairs at Landlord’s expense under
any law, statute or ordinance now or hereafter in effect. Notwithstanding anything in this Lease to the contrary, Landlord agrees that
in the event of an Emergency (as defined herein) to the Premises which necessitates prompt maintenance, repair or replacement of
items to the Premises which are otherwise required by this Lease to be maintained, repaired or replaced by Landlord, and Tenant is
unable to contact Landlord and Landlord’s property manager and advise it of such Emergency condition, or Landlord otherwise fails
to promptly perform the required maintenance, repair or replacement following such notification of an Emergency, Tenant, within 24
hours after such written notice to Landlord, may at its option proceed forthwith to make such repairs for such Emergency and pay the
cost thereof; provided, however, Tenant shall use reasonable efforts to notify Landlord and its management company prior to
proceeding to make any repairs to the Premises in an Emergency. The term “Emergency” shall mean a situation which requires, in the
good faith judgment of Tenant, immediate action in order to prevent death, bodily injury or material property damage or loss of
business. Landlord agrees to reimburse Tenant for the cost of such repairs in the event of an Emergency up to the maximum amount
of $20,000 within thirty (30) days after written demand by Tenant for such reimbursement. Additionally, if Landlord fails to maintain
the Landlord Obligations or Building Systems as set forth above (“Landlord Repairs”), then Tenant will have the right (but is not
required) to perform such Landlord Repairs if Tenant notifies Landlord in writing that Tenant intends to perform such Landlord
Repairs, Landlord does not dispute in writing of the need for such repairs, and Landlord fails to commence such Landlord Repairs
within thirty (30) days following receipt of Tenant’s written notice or thereafter fails to continue to prosecute such Landlord Repairs
to completion with due diligence. If Tenant performs such Landlord Repairs, then Landlord shall reimburse Tenant for any and all
reasonable actual costs incurred by Tenant (as evidenced by written invoices) in performing such Landlord Repairs within thirty
(30) days after written demand by Tenant for such reimbursement.
(b) Tenant, at its expense, (i) shall keep the Premises and all fixtures contained therein in a safe, clean and neat condition, and
(ii) shall bear the cost of maintenance and repair, by contractors selected by Tenant and reasonably acceptable to Landlord, of all
facilities which are not expressly required to be maintained or repaired by Landlord and which are located in the Premises, including,
without limitation, lavatory, shower, toilet, wash basin and kitchen facilities, and supplemental heating and air conditioning systems
exclusively serving the Premises (including all plumbing connected to said facilities or systems installed by or on behalf of Tenant or
existing in the Premises at the time of Landlord’s delivery of the Premises to Tenant). Tenant shall make all repairs to the Premises
not required to be made by Landlord under subparagraph (a) above with replacements of any materials to be made by use of materials
of equal or better quality. Tenant shall do all decorating, remodeling, alteration and painting required by Tenant during the Lease
Term. Tenant shall pay for the cost of any repairs to the Premises, the Building or the Project made necessary by any gross negligence
or willful misconduct of Tenant or any of its assignees, subtenants, employees or their respective agents, representatives, contractors,
or other persons permitted in or invited to the Premises or the Project by Tenant, subject to the provisions of Paragraph 8(e) below. If
Tenant fails to make such repairs or replacements within fifteen (15) days after written notice from Landlord, Landlord may at its
option make such repairs or replacements, and Tenant shall upon demand pay Landlord for the cost thereof. Tenant’s failure to notify
Landlord of the need for any item of repair or replacement shall not modify Landlord’s maintenance and repair obligations under this
Lease.
(c) Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a safe, clean and neat
condition, normal wear and tear and casualty loss excepted. Prior to the expiration or earlier termination of this Lease, Tenant shall
remove from the Premises (i) all trade fixtures, furnishings and other personal
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