Health Net 2009 Annual Report Download - page 271

7.2 By Landlord. Landlord shall be responsible for maintaining and repairing all structural portions of the Building, and shall
maintain and repair the roof, ceiling, slabs, curtain wall, exterior glass and mullions, columns, beams and shafts (including any
elevator shafts, as applicable), stairs, stairwells, parking facilities, elevator(s) and elevator cabs (as applicable), mechanical closets,
washrooms, sidewalls, and foundations of the Building (collectively, “Building Structure”) in good, clean and safe condition and
repair. Landlord shall maintain all landscaping, driveways, fences, signs, sidewalks, curbs and the other Common Areas immediately
adjoining the Building. Landlord shall be responsible for maintenance and repair of all mechanical, life safety, sprinkler, plumbing,
heating, electrical (including electrical closets), air conditioning and ventilation systems (collectively, “Building Systems”). Except
as otherwise provided in this Lease, Landlord shall have no liability to Tenant, nor shall Tenant’s obligations under this Lease be
reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising
from Landlord making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenant’s lease or
required by applicable Laws to make to any portion of the Building or the Premises. Landlord shall use reasonable efforts to minimize
any interference with Tenant’s business at the Premises, but Landlord shall not be required to have work done during other than
Business Hours. If Tenant fails to maintain the Premises as required in Section 7.1, Landlord may give Tenant 30 days’ written notice
to do such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work within such
time period and diligently prosecute it to completion, then Landlord shall have the right to do such acts and expend such funds at the
expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant
promptly after demand with interest from the date of such work at the lesser of 10% per annum or the highest rate legally permitted.
Landlord shall have no liability to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as
the result of performing any such work. All repairs, maintenance work, and alterations performed by Landlord shall be performed in
accordance with applicable Laws. Notwithstanding anything in this Section 7.2 or the Lease to the contrary and except as provided in
Sections 14 and 15 below, in the event Tenant’s access to or use, enjoyment and occupancy of the Premises is impaired by reason of
the negligence or intentional acts or omissions of Landlord or its agents or employees (including, but not limited to, the failure to
maintain the Premises or the Building pursuant to this Section 7.2 or to provide the services required under Section 9.1 below), then
the payment of Rent shall be abated to the extent of and during the period of such impairment. Tenant shall provide Landlord with
prompt written notice of any such impairment, including, without limitation, a detailed description of the portion(s) of the Premises
affected and the alleged cause thereof (the “Impairment Notice”). Furthermore, if such impairment is substantial and continues for a
period of sixty (60) days or more following Landlord’s receipt of the Impairment Notice, then in addition to any other rights or
remedies which Tenant may have at law or in equity, Tenant shall have the right to terminate the Lease by written notice to Landlord
within five (5) days of the end of such 60-day period; provided, however, Tenant shall have no right to terminate this Lease if
Landlord begins to cure such impairment within such sixty (60) day period and thereafter continues to diligently prosecute such cure
to completion. As used herein, the following terms shall have the following meanings: (i) Tenant’s access to or use, enjoyment and
occupancy of the Premises shall be deemed “impaired” if for a period of ten (10) consecutive days following Landlord’s receipt of the
Impairment Notice it shall be impossible or commercially impracticable for Tenant to conduct business from the Premises or any
portion thereof and Tenant does not use the Premises or such portion thereof; (ii) such impairment shall be deemed to be caused by
the “negligence or
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