Health Net 2009 Annual Report Download - page 301

parking charges for the use of such parking spaces during the initial 1st Floor Lease Term. Thereafter during any applicable Option
Term, Tenant shall be charged for the use of such parking spaces at the prevailing parking rates, if any, charged by Landlord and/or
Landlord’s parking operator from time to time for parking in the Parking Facilities.
5. Tenant Improvements for 1st Floor Building C Space; Tenant Work Letter. The Tenant Improvements for the 1st Floor
Building C Space shall be designed and constructed in accordance with the provisions of the Tenant Work Letter attached to this
Amendment as Exhibit “B”, and not the Tenant Work Letter attached to the Original Lease as Exhibit B, which shall not be
applicable with respect to the 1st Floor Building C Space.
6. Miscellaneous Modifications. The parties hereby acknowledge and agree that (i) Tenant’s Reduction Right in Section 1.7 of
the Original Lease shall not apply with respect to the 1st Floor Building C Space, and (ii) Section 2.2 of the Original Lease shall not
apply with respect to the 1st Floor Building C Space.
7. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent
in connection with the negotiation of this Amendment other than Colliers Seeley representing Landlord and Cushman & Wakefield,
Inc. representing Tenant, and that they know of no other real estate broker or agent who is entitled to a commission in connection
with this Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any
and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable
attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing in connection with this
Amendment on account of the indemnifying party’s dealings with any other real estate broker or agent.
8. SNDA. The parties hereby acknowledge that this Amendment shall be incorporated as part of the “Lease” pursuant to, and
thus shall be subject to the terms and conditions contained in, that certain Subordination, Non-Disturbance and Attornment
Agreement dated December 19, 2000 among Landlord, Tenant and U.S. Bank National Association, a national banking association
(“US Bank”). Landlord shall cause US Bank to consent to this Amendment by executing the consent at the end of this Amendment or
in a separate consent document acceptable to US Bank and reasonably acceptable to Landlord and Tenant. Landlord represents and
warrants to Tenant that as of the date of execution of this Second Amendment, the Real Property is encumbered by a deed of trust in
favor of US Bank, and there are no other deeds of trust or ground leases encumbering the Real Property.
9. Counterparts. This Amendment may be executed in any number of original counterparts. Any such counterpart, when
executed, shall constitute an original of this Amendment, and all such counterparts together shall constitute one and the same
Amendment.
10. No Further Modification. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain
unmodified and in full force and effect.
[SIGNATURES APPEAR ON FOLLOWING PAGE.]
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