Health Net 2009 Annual Report Download - page 340

that Tenant first vacates the Transferred Space or (ii) the date Tenant provides written notice of Tenant’s intention to assign or sublet
up to the date the assignee or subtenant was to pay rent; (c) any improvement allowance or other economic concession (space
planning allowance, moving expenses, etc.) paid by Tenant to or for the benefit of its assignee or subtenant; (d) broker’s
commissions; (e) attorneys’ fees; (f) lease takeover payments; (g) costs required to be paid by Tenant to Landlord in connection with
such assignment or sublease; (h) costs of advertising the Transferred Space; and (i) unamortized costs of the initial Tenant
Improvements paid for by Tenant, and any other alterations to the Transferred Space paid by Tenant (and not through the Tenant
Improvement Allowance).
14.6 Limitations. Without limiting appropriate grounds for withholding consent, it shall not be unreasonable for Landlord
to withhold consent: (i) if the proposed assignee or subtenant is a tenant in another building owned by Landlord or by an affiliate of
Landlord or of any of Landlord’s constituent partners or principals in the Phoenix metropolitan area, (ii) if the proposed assignee or
subtenant is a governmental agency, (iii) if the proposed assignee or subtenant is a direct competitor of Landlord or an affiliate of
Landlord; (iv) if the use by the proposed assignee or subtenant would contravene this Lease, applicable deed restriction, any
underlying lease, any restrictive use covenant or exclusive rights granted by Landlord; (v) if the proposed assignee or subtenant does
not intend to occupy the Premises for its own use; or (vi) if the nature of the proposed assignee or subtenant is not compatible with the
character of the Building.
14.7 Transfer by Landlord. Upon a sale or other transfer of the Building by Landlord, Landlord’s interest in this Lease
shall automatically be transferred to the transferee, the transferee shall automatically assume all of Landlord’s obligations under this
Lease accruing from and after the date of transfer, and upon the transferee’s assumption of Landlord’s obligations under this Lease in
writing, the transferor shall be released of all obligations under this Lease arising after the transfer. Tenant shall upon request execute
an agreement whereby the transferee expressly acknowledges all of the obligations of the “Landlord” under this Lease, and Tenant
agrees to attorn to the transferee.
15. SUBORDINATION AND ATTORNMENT
15.1 Subordination. Subject to the further provisions of this Article 14, this Lease is and shall be subject and subordinate
in all respects to all existing and future mortgages or deeds of trust now or hereafter encumbering the Building or any part hereof. The
holder of any mortgage or deed of trust may elect to be subordinate to this Lease. This Lease is subject and subordinate to the Ground
Lease dated as of May 22, 2002 between Salt River Project Agricultural Improvement and Power District, as ground lessor, and BNY
Western Trust Company, not in its individual capacity, but solely as Certificate Trustee on behalf of Tempe Trust, as ground lessee
(the “Salt River Ground Lease”) and to the Master Lease and Deed of Trust (Land – HQ#2) dated as of August 30, 2000 and the
Master Lease and Deed of Trust (Improvements – HQ#2) dated as of August 30, 2000, both between BNY Western Trust Company,
not in its individual capacity, but solely as Certificate Trustee on behalf of Tempe Trust, as landlord and Landlord, as tenant
(collectively, the “BNY Leases”). (All of the foregoing interests to which the Lease is intended to be subordinated are collectively and
categorically referred to in this Lease as the “Superior Interests”).
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