Health Net 2009 Annual Report Download - page 267

generated, stored, released or disposed of in, on, under or about the Premises or the Building or surrounding land or environment in
violation of any Applicable Requirements. Tenant must obtain Landlord’s written consent prior to the introduction of any Hazardous
Materials onto the Building. Notwithstanding the foregoing, Tenant may handle, store, use and dispose of products containing small
quantities of Hazardous Materials for “general office purposes” (such as toner for copiers) to the extent customary and necessary for
the Permitted Use of the Premises; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials
in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises or Building, or surrounding land
or environment. Tenant shall immediately notify Landlord in writing of any Hazardous Materials’ contamination of any portion of the
Building of which Tenant becomes aware. Landlord shall have the right at all reasonable times and if Landlord determines in good
faith that Tenant may not be in compliance with this Section 5.7 to inspect the Premises, upon reasonable notice to Tenant, and to
conduct tests and investigations to determine whether Tenant is in compliance with the foregoing provisions, the costs of all such
inspections, tests and investigations to be borne by Landlord, but, if Tenant or any agent, employee, subtenant, contractor,
representative or invitee of Tenant introduced, released, disturbed, transported, stored, generated or used the Hazardous Materials,
then Tenant shall be responsible for the cost of the inspection. Tenant shall indemnify, defend (by counsel reasonably acceptable to
Landlord), protect and hold Landlord harmless from and against any and all claims, liabilities, losses, costs, loss of rents, liens,
damages, injuries or expenses (including attorneys’ and consultants’ fees and court costs), demands, causes of action, or judgments
directly or indirectly arising out of or related to the use, generation, storage, release, or disposal of Hazardous Materials by Tenant or
any agent, employee, subtenant, contractor, representative or invitee of Tenant in, on, under or about the Premises or the Building or
surrounding land or environment, which indemnity shall include, without limitation, damages for personal or bodily injury, property
damage, damage to the environment or natural resources occurring on or off the Premises, losses attributable to diminution in value or
adverse effects on marketability, the cost of any investigation, monitoring, government oversight, repair, removal, remediation,
restoration, abatement, and disposal, and the preparation of any closure or other required plans, whether such action is required or
necessary prior to or following the expiration or earlier termination of this Lease. Neither the consent by Landlord to the use,
generation, storage, release or disposal of Hazardous Materials nor the strict compliance by Tenant with all Applicable Requirements
pertaining to Hazardous Materials shall excuse Tenant from Tenant’s obligation of indemnification pursuant to this Section 5.7.
Tenant’s obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease.
5.7.1 Landlord’s Environmental Representation. Landlord represents and warrants to Tenant the following with respect
to the Building:
5.7.1.1 The Land is subject to a Partial Consent Decree entered June 23, 1989 (and modifications thereto) in the
consolidated actions Nos. CIVS-86-0063-EJG and CIVS-86-0064-EJG in the United States District Court Eastern District
of California Civil Action captioned United States of America v. Aerojet-General Corporation, et al. and People of the
State of California v. Aerojet-General Corporation, et al. (the “Partial Consent Decree”).
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