Health Net 2009 Annual Report Download - page 322

Offer most closely represents Market Rate, and the Final Offer selected by the arbitrator, without compromise, shall be final and
binding on both parties as the governing Market Rate for purposes of the Extension Option Term. The party whose Final Offer was
not selected by the arbitrator shall bear all reasonable fees and costs of the arbitrator and all reasonable attorneys’ fees and costs
incurred by the other party.
2.7 Right of Termination. Tenant shall have the option to terminate this Lease effective as of the end of Lease Month 66
(the “Effective Date”) by notice (“Termination Notice”) given to Landlord on or before the end of Lease Month 57. If Tenant fails to
give a Termination Notice within the time allowed, then Tenant shall be deemed to have waived Tenant’s right to terminate the Lease
under this Section 2.7. If Tenant gives a Termination Notice, then Tenant shall pay to Landlord a termination fee equal to the sum of:
(a) $157,241.25, plus (b) the unamortized balance as of the termination date, calculated using an interest rate of 8% per annum over
the initial 126 Lease Month Term, of the sum of (i) the total amount paid by Landlord for brokerage commissions and Tenant
Improvements h connection with this Lease, plus (ii) $181,701.00 (the amount of the Base Rent reduction for the first six Lease
Months). Tenant’s payment of the termination fee shall be a condition precedent to Tenant’s early termination of the Lease
contemplated by this Section but such payment shall not be due until thirty days after Tenant’s receipt of a written notice from
Landlord accurately and clearly setting forth the termination fee.
3. USE OF PREMISES
3.1 Permitted Uses. Tenant may use and occupy the Premises for the purposes set forth in Section 1.9 and for no other
purpose whatsoever without Landlord’s prior written consent. The Premises shall not be used for medical diagnosis, treatment,
testing, or consultation.
3.2 Insurance Restrictions. Tenant shall not engage in any practice or conduct that would cause the cancellation of any
insurance policies related to the Building. Tenant shall reimburse Landlord for any increases in insurance premiums paid by Landlord
directly related to the nature of Tenant’s use of the Premises or the nature of Tenant’s business.
3.3 Prohibitions. Tenant shall not cause or maintain any nuisance in or about the Premises and shall keep the Premises
free of debris, rodents, vermin and anything of a dangerous, noxious or offensive nature or which would create a fire hazard (through
undue load on electrical circuits or otherwise) or undue vibration, noise or heat. Tenant shall not cause the safe floor loading capacity
of the Premises to be exceeded. Tenant shall not disturb or interfere with the quiet enjoyment of the premises of any other tenant.
3.4 Rules and Regulations. Tenant shall comply and shall cause its employees to comply with the rules and regulations
for the Building. The current rules and regulations are attached as Exhibit D. Landlord from time to time by notice to Tenant may
amend the rules and regulations and establish other reasonable non-discriminatory rules and regulations for the Building.
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